Common use of Casualty Events Clause in Contracts

Casualty Events. Within five Business Days after any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and (subject i); provided that (i) such Net Cash Proceeds shall not be required to Section 2.10(j)be so applied on such date to the extent that (A) prepay Term Borrowings in such Net Cash Proceeds shall be less than $1,375,000 per Casualty Event or an aggregate amount equal of Net Cash Proceeds from all such Casualty Events, together with Assets Sales, shall be less than $6,050,000 in any twelve month period (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, the Borrower shall have notified the Administrative Agent on or prior to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion date stating that such proceeds in excess of the Casualty Event Threshold are expected (x) to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from such eventwere paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, within investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following receipt thereof if such contractual commitment to reinvest has been entered into within 12 months following receipt thereof) following the date of receipt of such Net Proceeds), proceeds; provided that if the Property subject to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartyCasualty Event constituted Collateral, then no prepayment will be required all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; and (ii) if all or the any portion of such Excess Net ProceedsCash Proceeds that are the subject of a notice delivered pursuant to clause (i) immediately above is neither reinvested nor contractually committed to be so reinvested within such 12 month period (or is not actually reinvested within such additional six (6) month period, if applicable); provided, that if all or a such unused portion shall be applied within ten (10) Business Days after the last day of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into as a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptmandatory prepayment as provided in this Section 2.10(e), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by Parent, U.S. Borrower or on behalf any of its U.S. Subsidiaries, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); and not later than one Business Day following the receipt of any Wireline Company Net Cash Proceeds from a Casualty Event by Canadian Borrower or any Canadian Subsidiary, the Borrowers, shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); provided, in each case, that: (i) so long as no Default shall then exist or arise therefrom, no Offer to Redeem shall be required on such date to the extent that U.S. Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to which such Net Proceeds; provided thatCash Proceeds were paid or to invest in other fixed or capital assets, if no later than 365 days (ior such longer period as may be approved by the Administrative Agent) following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (ii) all or a Net Cash Proceeds in respect of all Casualty Events in excess of $15.0 million in the aggregate shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of Article IX; and (iii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month period day (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month or longer) period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in to make an amount equal Offer to (A) Redeem on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas provided in this Section 2.10(f).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received by from a Casualty Event, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(g) and (h); provided, however, that: (i) so long as no Default or Event of Default then exists or would arise therefrom, the Net Cash Proceeds thereof shall not be required to be so applied on behalf such date to the extent that Borrower has delivered an Officers’ Certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used (A) to fund the acquisition or repair of property or the acquisition of 100% of the Equity Interests of any Wireline Company person that owns property used or usable in the business of Borrower and the Subsidiaries or (B) to repair, replace or restore the property in accordance with the provisions of this Agreement and the applicable Security Document in respect of any which such Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net ProceedsEvent has occurred; provided that, if in each case, the actions described in clauses (iA) and (B) above are commenced by Borrower within 360 days following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), Cash Proceeds and are diligently pursued to repair, restore or replace satisfactory completion to the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and extent practicable in the good faith estimate of Borrower, (ii) to the extent such Casualty Event affects any of the Collateral, all property acquired to effect any repair, replacement or restoration of such Collateral shall be made subject to the Lien of the Security Documents in connection accordance with the provisions of Section 5.11, (iii) all such application (whether as replacement property or Replacement Assets) will Net Cash Proceeds in excess of $10.0 million in the aggregate for all such Casualty Events shall be included held in the Collateral at least to Account and released therefrom only in accordance with the extent that the property to be replaced was included therein terms of Article IX, and (iv) if all or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12360-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than three (3) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by the Designated Company or on behalf any of any Wireline Company in respect of any Casualty Eventits Restricted Subsidiaries, the Borrower applicable Co-Borrowers shall make prepayments in accordance with Section 2.10(g) and (subject to Section 2.10(j)h) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from no such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property prepayment shall be required under this Section 2.10(e) with respect to which such Casualty Events resulting in less than $50,000,000 in Net Cash Proceeds were received or to acquire Replacement Assets, and in any fiscal year; (ii) any property acquired in connection with so long as no Event of Default shall then exist or arise therefrom, such application (whether as replacement property or Replacement Assets) will proceeds shall not be included in the Collateral at least required to be so applied on such date to the extent that the property Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used (or shall be have been used) to repair, replace or restore any property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days (or in the event the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such repair, replacement, restoration or reinvestment within such 365 day period, such period shall be extended for an additional 365 days with respect to the portion of such Net ProceedsCash Proceeds committed for such repair, replacement, restoration or reinvestment, so long as such binding agreement is in effect at the end of such additional 365 day period) following the date of receipt of such proceeds; and (iii) if applicable); provided, that if all or a any portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month day period (or, if the applicable Wireline Company has entered into a legally binding commitment as such period may be extended pursuant to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptclause (i), a prepayment will above), such unused portion shall be required at that time in an amount equal to (A) applied on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedmandatory prepayments as provided in this Section 2.10(e).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventHoldings, the Parent Borrower or any of the other Restricted Subsidiaries, the Borrowers shall make prepayments in accordance with Sections 2.08(g) and (subject to Section 2.10(j)h) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) the Wireline Companies intend so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to apply all or a portion of the Net Proceeds from be so applied on such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least date to the extent that the property Parent Borrower shall have determined that such proceeds are expected to be replaced was included therein used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in assets useful for its business, no later than 24 months following the date of receipt of such proceeds (provided that, if such proceeds exceed $2.5 million, the Parent Borrower shall be have delivered an Officers’ Certificate to the Administrative Agent on or prior to such fifth Business Day setting forth such determination); provided that if the property subject to such Casualty Event constituted Collateral under the Security Instruments, then all Property (to the extent of a Collateral Support Party, then no prepayment will be required type that would otherwise constitute Collateral) purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Instruments in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 8.05 and 8.09 (or but subject to the limitations on perfection set forth therein); and (ii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.08(e).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventCompany, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Sections 2.10(g); provided that, if : (i) no such prepayment shall be required under this Section 2.10(e) to the Wireline Companies intend to apply all or a portion extent such Net Cash Proceeds of any such Casualty Event do not result in more than $1,000,000 (the “Casualty Event Threshold” and the Net Cash Proceeds from in excess of such eventCasualty Event Threshold, the “Casualty Event Excess Net Cash Proceeds”) in Net Cash Proceeds in any fiscal year; (ii) so long as no 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 Borrower (A) reinvests such proceeds in Qualified Reinvestment Property, or (B) commits to reinvest such proceeds in Qualified Reinvestment Property within 12 months after the date of receipt of thereof and actually reinvests such Net Proceeds proceeds within six months after entering into such commitment; provided the Loan Parties shall comply with Sections 5.11 and 5.12 (or, if within the time frames set forth therein) and with the applicable Wireline Company enters into a legally binding commitment to apply provisions of the Security Documents; and (iii) if all or a any portion of such Casualty Event Excess Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have is not been so applied reinvested within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptas extended in accordance with clause (ii) above), a prepayment will such unused portion shall be required at that time in an amount equal to (A) applied on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event with respect to any property of Holdings or any of its Subsidiaries, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $10.0 million, Borrower shall have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used; or (B) in the event that such Net Cash Proceeds exceed $10.0 million, the Administrative Agent has elected by notice to Borrower on or on behalf of prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any Wireline Company property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to which such Net Proceeds; provided that, if (i) Cash Proceeds were paid no later than 360 days following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds proceeds (or, which Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (ii) all or a such Net Cash Proceeds in excess of $2.5 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; and (iii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12360-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are from a Casualty Event (in the case of a Casualty Event by non-U.S. parties, to the extent such amounts can be repatriated to the United States without materially adverse tax or other economic consequences taking into account the amount of proceeds received from such Casualty Event as determined by the Administrative Agent (after consultation with Borrower)), Borrower shall make prepayments in accordance with Sections 2.10(i) and (j) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that: (i) so long as no Default or Event of Default then exists or would arise therefrom, the Net Cash Proceeds thereof shall not be required to be so applied on behalf such date to the extent that Borrower has delivered an Officers’ Certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used to fund the acquisition of any Wireline Company property used or usable in the business of a Loan Party or a Subsidiary thereof or repair, replace or restore the property in accordance with the provisions of the applicable Security Document in respect of any which such Casualty EventEvent has occurred, in each case within 270 days following the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and ; (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that such Casualty Event affects any of the Collateral, all property acquired to be replaced was included therein effect any repair, replacement or restoration of such Collateral shall be property made subject to the Lien of a Collateral Support Party, then no prepayment will be required pursuant to this subsection the Security Documents in respect accordance with the provisions of such Net Proceeds Section 5.11; (iii) if all or the any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12270-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied on the last day of such Net Proceeds within 18 months following period as a mandatory prepayment as provided in this Section 2.10(f); and (iv) no such receipt), a prepayment will shall be required at that time with respect to Casualty Events resulting in an amount equal to (A) the amount of such no more than $1.0 million in Net Cash Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedin any fiscal year.

Casualty Events. Within five Not later than ten Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and (subject i); provided that (i) such Net Cash Proceeds shall not be required to Section 2.10(j)be so applied on such date to the extent that (A) prepay Term Borrowings in such Net Cash Proceeds shall be less than $7,500,000 per Casualty Event or an aggregate amount equal of Net Cash Proceeds are less than $14,500,000 in any twelve month period (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, the Borrower shall have notified the Administrative Agent on or prior to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion date stating that such proceeds in excess of the Casualty Event Threshold are expected to be (x) used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure), or (y) contractually committed to be so reinvested, in each case, no later than 18 months (or within 24 months following receipt thereof if such event, contractual commitment to reinvest has been entered into within 12 18 months after following receipt thereof) following the date of receipt of such Net Proceeds proceeds; and (or, ii) if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is contractually committed within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied so reinvested within such 24 month period but is not so applied actually reinvested within 18 24 months following of the receipt of the Net Cash Proceeds related thereto, such Net Proceeds, unused portion shall be applied within ten Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than ten Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to the Applicable Net Cash Proceeds Percentage of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Cash Proceeds shall not be required to be so applied on such date to the extent that (A) such Net Cash Proceeds shall be less than $2,500,000 (or, if the applicable Wireline Company enters into a legally binding commitment to apply all Specified 2018 Acquisition is consummated on or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least prior to the extent date that is 180 days after the property to be replaced was included therein Closing Date, $3,350,000) per Casualty Event or shall be property an aggregate amount of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Cash Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period are less than $5,000,000 (or, if the applicable Wireline Company Specified 2018 Acquisition is consummated on or prior to the date that is 180 days after the Closing Date, $6,800,000) in any twelve month period (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, the Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds in excess of the Casualty Event Threshold are expected to be (x) used to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure), or (y) contractually committed to be so reinvested, in each case, no later than 18 months (or within 24 months following receipt thereof if such contractual commitment to reinvest has been entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following receipt thereof) following the date of receipt of such receipt), a prepayment will be required at that time in an amount equal to proceeds; and (Aii) the amount if all or any portion of such Net Cash Proceeds that have not been so applied by the end of is contractually committed within such 12-month period or (B) if such Net Proceeds were committed during such 12-18 month period to be applied so reinvested within such 24 month period but is not so applied actually reinvested within 18 24 months following of the receipt of the Net Cash Proceeds related thereto, such Net Proceeds, unused portion shall be applied within ten Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than seven Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(e) and (subject to Section 2.10(j)f) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from no such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property payment shall be required under this Section 2.10(d) with respect to which such any Casualty Event (or series of related Casualty Events) resulting in $20.0 million or less in Net Proceeds were received or to acquire Replacement Assets, and Cash Proceeds; (ii) any property acquired in connection with so long as no Default shall then exist or arise therefrom, such application (whether as replacement property or Replacement Assets) will proceeds shall not be included in the Collateral at least required to be so applied on such date to the extent that the property Ultimate General Partner shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 360 days following the date of receipt of such proceeds; provided that so long as construction or other work to so replace, repair or restore has commenced within such 360-day period but has not been completed (and can reasonably be expected to be completed pursuant to a written contract to be completed within 540 days of receipt), any such remaining proceeds shall continue to not be required to be so applied so long as they are used to repay any outstanding Revolving Loans; provided further that if the property of a subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (or the iii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12360-month day period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12or 540-month day period, but has not applied such Net Proceeds within 18 months following such receiptas applicable), a prepayment will such unused portion shall be required at that time in an amount equal to (A) applied on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(d).

Casualty Events. Within five Business Days after (a) Each Borrower will, and will cause each of its Subsidiaries to, furnish to the Credit Parties prompt written notice of each Casualty Event, or series of related Casualty Events, the Net Cash Proceeds of which are reasonably expected, in Lead Borrower’s good faith determination, to exceed $10,000,000. (b) If any Mandatory Prepayment Casualty Event results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise) that are required to be applied to the Loan Document Obligations pursuant to Section 2.7(b), the Administrative Agent is authorized to collect such Net Cash Proceeds (and, if received by any Loan Party or any of its Subsidiaries, such Net Cash Proceeds shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith paid over to the Administrative Agent), and each Loan Party hereby authorizes the Administrative Agent to apply (and the Administrative Agent shall apply) such Net Cash Proceeds to prepay the Loan Document Obligations in accordance with Section 2.7(b). (c) All proceeds received by or paid to the Administrative Agent that do not constitute Net Cash Proceeds that are required to be applied to the Loan Document Obligations pursuant to Section 2.7(b) shall promptly be paid over to Lead Borrower on behalf of any Wireline Company in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion Loan Party unless an Event of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, Default has occurred and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedis continuing.

Casualty Events. Within five Business Days after Immediately upon the receipt by any Loan Party or Subsidiary thereof of the Net Cash Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty EventEvent or series of related Casualty Events affecting any property of any Loan Party, the Borrower shall (subject prepay, or cause such other Loan Party or Subsidiary thereof to Section 2.10(j)) prepay Term Borrowings prepay, Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Net ProceedsCasualty Event(s); provided that, if so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower shall not be required to prepay the Obligations with such Net Cash Proceeds: (i) to the Wireline Companies intend extent such Net Cash Proceeds, together with all other such Net Cash Proceeds for Casualty Event(s), does not exceeds $5,000,000 in the aggregate for such fiscal year; or (ii) such Net Cash Proceeds are used for repairs to apply all or a portion replacements of the Net Proceeds from property subject to such event, within 12 months after receipt of Casualty Event or reinvested in productive assets (other than inventory unless such Net Cash Proceeds (or, if the applicable Wireline Company enters into result from a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property Casualty Event with respect to which inventory) of a kind then used or usable in the business of any Loan Party or such Net Proceeds were received or to acquire Replacement AssetsSubsidiary, within one (1) year of the receipt thereof. All such proceeds shall be paid and applied in accordance with Sections 2.13(g)(ii) and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least h). Notwithstanding anything herein to the extent that the property contrary, no such mandatory prepayment shall constitute or be deemed to be replaced was included therein constitute a cure of any Default or shall be property Event of Default arising as a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect result of such Net Proceeds (or the portion of Casualty Event(s) giving rise to such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedobligation.

Casualty Events. Within five Except as otherwise agreed by Lender, not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.08(h); provided that: (i) so long as no Default shall, to the knowledge of any Wireline Company Responsible Officer, then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall be less than $5,000,000, Borrower shall have (x) deposited such proceeds into the Line of Credit Loan, Asset Sale and Casualty Proceeds Account, subject to disbursement in accordance with the terms of the Security Agreement, and (y) delivered an Officers’ Certificate to Lender on or prior to such date stating how such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds equal or exceed $5,000,000, Lender has elected by notice to Borrower on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of any which such Net Cash Proceeds were paid or to reinvest in other fixed, capital or other tangible, and in connection with the permitted purchase of a business, intangible assets, no later than 180 days following the date of receipt of such proceeds, or if committed to be so applied within such 180-day period, within 180 days thereafter (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty EventEvent constituted Collateral, then all property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in favor of Lender in accordance with Section 2.10(j)5.09(a) prepay Term Borrowings in an aggregate amount equal to such Net Proceedsand Section 5.11; provided that, and (ii) if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12180-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following such time period (and in such case, applied within 180 days thereafter), then such unused portion shall be applied on the receipt last day of such Net Proceeds, the amount of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.08(f).

Casualty Events. Within Not later than five (5) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventCredit Party, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make repayments of the Obligations in accordance with Sections 2.8(h); provided thatthat no such prepayment shall be required under this Section 2.8(f) with respect to any Disposition of property which constitutes a Casualty Event resulting in no more than $100,000 in Net Cash Proceeds per Casualty Event and less than $500,000 in Net Cash Proceeds from Casualty Events in any fiscal year; provided, if further: (i) so long as no Default or Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend to apply all or a portion of extent that the Net Proceeds from such eventBorrower shall, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), have delivered a certificate to the Administrative Agent and each Lender within ten (10) Business Days stating that such proceeds are expected to be used to purchase replacement assets or repair such assets and, in each case, to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired be used in connection with the purposes described in Section 5.9 or otherwise in compliance with the terms of this Agreement no later than 365 days following the date of receipt of the entire amount of such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent proceeds; provided that if the property subject to be replaced was included therein or shall be property of a such Casualty Event constituted Collateral Support Partyunder the Security Instruments, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien granted pursuant to the Security Instruments in respect favor of such Net Proceeds the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.8, 5.11, and 5.12; and (or the ii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.8(f).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received in excess of $1.0 million from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Borrower shall have delivered an Officers’ Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to purchase replacement assets or repair such assets, or to purchase assets used or useful in the business of Borrower and its Subsidiaries, or to acquire 100% of the Net Proceeds from Equity Interests of any person that owns such eventassets or engages in a business of the type that Borrower and its Subsidiaries are permitted to be engaged in under Section 6.15 and, within 12 months after in each case, otherwise in compliance with the terms of the Agreement no later than 365 days following the date of receipt of the entire amount of such proceeds; provided that such time may be extended by an additional 90 days if, on or prior to the 365th day following the date of receipt of such Net Proceeds (orproceeds, Borrower delivers an Officers’ Certificate to the Administrative Agent detailing the intended use of such proceeds and certifying that the proceeds will be used to replace the assets subject to such Casualty Event; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Collateral Agents, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month day period (or, if or such longer period to the applicable Wireline Company has entered into a legally binding commitment extent extended pursuant to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptthe first proviso to clause (i) above), a prepayment will such unused portion shall be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by within 5 business days after the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and (subject i); provided that (i) such Net Cash Proceeds shall not be required to Section 2.10(j)be so applied on such date to the extent that (A) prepay Term Borrowings in such Net Cash Proceeds shall be less than $500,000 per Casualty Event or an aggregate amount equal of Net Cash Proceeds from all such Casualty Events, together with Assets Sales, shall be less than $2,500,000 in any fiscal year of Holdings (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, the Borrower shall have notified the Administrative Agent on or prior to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion date stating that such proceeds in excess of the Casualty Event Threshold are expected (x) to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from such eventwere paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, within investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following receipt thereof if such contractual commitment to reinvest has been entered into within 12 months following receipt thereof) following the date of receipt of such Net Proceeds), proceeds; provided that if the Property subject to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartyCasualty Event constituted Collateral, then no prepayment will be required all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; and (ii) if all or the any portion of such Excess Net Proceeds, if applicable); provided, Cash Proceeds that if all or a portion of such Net Proceeds have not been are subject to clause (i) immediately above is neither reinvested nor contractually committed to be so applied reinvested within such 12-12 month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds and actually reinvested within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of the Net Cash Proceeds related thereto), such Net Proceeds, unused portion shall be applied within ten (10) Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than one Business Days after any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months Day following the receipt of such any net cash proceeds (whether or not otherwise constituting Net Cash Proceeds) in excess of $250,000 from a Casualty Event, Borrower shall, and shall cause the other Loan Parties, to apply an amount equal to 100% of the Net Cash Proceeds to make prepayments required pursuant to Section 2.10(b)(iii), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartyCash Dominion Trigger Event has occurred and is continuing, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicableaccordance with Section 2.10(j); provided, that if all subject to Section 2.10(g) and so long as no Event of Default shall then exist or a portion of arise therefrom, such Net Proceeds have proceeds shall not been be required to be so applied within on such 12-month period (or, if date to the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at extent that time in an amount equal to (A) Borrower shall have delivered an Officer’s Certificate to the amount Administrative Agent on or prior to such date stating that such proceeds shall be used to repair, replace or restore any Property the subject of such Net Proceeds that have not been a Casualty Event (which Officer’s Certificate shall set forth the estimates of the proceeds to be so applied by the end of such 12-month period or expended) and (B) if the Administrative Agent shall have determined that (i) such Net Proceeds were committed during such 12-month period proceeds, together with Borrower’s cash on hand (or reasonably projected to be applied but not so applied on hand) and Excess Availability shall be adequate to enable Borrower to complete any such repairs, replacements, or restorations to any such Property and that such repairs, replacements and restorations shall be completed within 18 months following 360 days after the receipt of such Net Proceedsproceeds and (ii) such Property, after the amount completion of such repairs, replacements or restorations, shall provide the Companies with substantially similar or greater benefits as were provided by the Property subject to such Casualty Event; provided, that if the Property subject to such Casualty Event constituted Collateral under the Security Documents, then all Property purchased with the Net Cash Proceeds not so applied.thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12;

Casualty Events. Within five Not later than seven Business Days after following the receipt of any Net Cash Proceeds are received by or on behalf of any Wireline Company in respect of any from a Casualty Event, the Borrower shall make prepayments in accordance with Sections 2.09(e) and (subject to Section 2.10(j)f) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from no such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property payment shall be required under this Section 2.09(d) with respect to which such any Casualty Event (or series of related Casualty Events) resulting in $30.0 million or less in Net Proceeds were received or to acquire Replacement Assets, and Cash Proceeds; (ii) any property acquired in connection with so long as no Default shall then exist or arise therefrom, such application (whether as replacement property or Replacement Assets) will proceeds shall not be included in the Collateral at least required to be so applied on such date to the extent that the property Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 360 days following the date of receipt of such proceeds; provided that so long as construction or other work to so replace, repair or restore has commenced within such 360-day period but has not been completed (and can reasonably be expected to be completed pursuant to a written contract to be completed within 540 days of receipt), any such remaining proceeds shall continue to not be required to be so applied so long as they are used to repay any outstanding Revolving Loans; provided further that if the property of a subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; and (or the iii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12360-month day period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12or 540-month day period, but has not applied such Net Proceeds within 18 months following such receiptas applicable), a prepayment will such unused portion shall be required at that time in an amount equal to (A) applied on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.09(d).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that (A) in the event such Net Cash Proceeds shall not exceed $1,000,000, Borrower shall have delivered an Officers’ Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $1,000,000, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of the which such Net Cash Proceeds from such eventwere paid or to reinvest in other fixed or capital assets or to be contractually committed to be so reinvested, within no later than 12 months after following the date of receipt of such Net Proceeds (or, proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if ending later, the applicable Wireline Company has entered into a legally binding period ending 6 months after any such contractual commitment with respect to apply such Net Cash Proceeds within was entered into, such 12-month period, but has not unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than three Business Days after following the receipt of any Net Cash Proceeds from a Casualty Event by any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall be less than $1,000,000, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are received reasonably expected to be used, or (B) in the event that such Net Cash Proceeds equal or exceed $1,000,000, the Administrative Agent has elected by notice to Borrower on or on behalf of prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any Wireline Company property in respect of which such Net Cash Proceeds were paid or to reinvest in fixed or capital assets of any Loan Party, no later than 360 days following the date of receipt of such proceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty EventEvent constituted Collateral, then all property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Section 2.10(j)Permitted Liens) prepay Term Borrowings of the applicable Security Documents in an aggregate amount equal to such Net Proceedsfavor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided that, and (ii) if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12360-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received in excess of $2.0 million from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such excess Net Cash Proceeds; provided that, if : (i) such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Borrower shall have delivered an Officers’ Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to purchase replacement assets or repair such assets, or to purchase assets used or useful in the business of Borrower and its Subsidiaries, or to acquire 100% of the Net Proceeds from Equity Interests of any person that owns such eventassets or engages in a business of the type that Borrower and its Subsidiaries are permitted to be engaged in under Section 6.15 and, within 12 months after in each case, otherwise in compliance with the terms of the Agreement no later than 365 days following the date of receipt of the entire amount of such proceeds; provided that such time may be extended by an additional 90 days if, on or prior to the 365th day following the date of receipt of such Net Proceeds (orproceeds, Borrower delivers an Officers’ Certificate to the Administrative Agent detailing the intended use of such proceeds and certifying that the proceeds will be used to replace the assets subject to such Casualty Event; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Collateral Agents, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month day period (or, if or such longer period to the applicable Wireline Company has entered into a legally binding commitment extent extended pursuant to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptthe first proviso to clause (i) above), a prepayment will such unused portion shall be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by within 5 business days after the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five After the satisfaction of the Discharge Conditions, not later than seven Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(g) and (subject to Section 2.10(j)h) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Borrower shall have delivered an Officers' Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 360 days following the Net Proceeds from such event, within 12 months after date of receipt of such Net Proceeds proceeds; provided that so long as construction or other work to so replace, repair or restore has commenced within such 360-day period but has not been completed (orand can reasonably be expected to be completed pursuant to a written contract to be completed within 540 days of receipt), any such remaining proceeds shall continue to not be required to be so applied; provided further that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12360-month day period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12or 540-month day period, but has not applied such Net Proceeds within 18 months following such receiptas applicable), a prepayment will such unused portion shall be required at that time in an amount equal to (A) applied on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and (subject i); provided that (i) such Net Cash Proceeds shall not be required to Section 2.10(j)be so applied on such date to the extent that (A) prepay Term Borrowings in such Net Cash Proceeds shall be less than $500,000725,000 per Casualty Event or an aggregate amount equal of Net Cash Proceeds from all such Casualty Events, together with Assets Sales, shall be less than $2,500,0003,625,000 in any fiscal year of Holdings (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, the Borrower shall have notified the Administrative Agent on or prior to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion date stating that such proceeds in excess of the Casualty Event Threshold are expected (x) to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from such eventwere paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, within investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following receipt thereof if such contractual commitment to reinvest has been entered into within 12 months following receipt thereof) following the date of receipt of such Net Proceeds), proceeds; provided that if the Property subject to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartyCasualty Event constituted Collateral, then no prepayment will be required all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; and (ii) if all or the any portion of such Excess Net Proceeds, if applicable); provided, Cash Proceeds that if all or a portion of such Net Proceeds have not been are subject to clause (i) immediately above is neither reinvested nor contractually committed to be so applied reinvested within such 12-12 month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds and actually reinvested within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of the Net Cash Proceeds related thereto), such Net Proceeds, unused portion shall be applied within ten (10) Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five thirty Business Days after any Credit Party receives any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, the Borrower Xerox shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to the Applicable Percentage of such Net ProceedsProceeds as follows: first, an outstanding principal amount of the Tranche C Term Loans until the Tranche C Term Loans are paid in full, second, an outstanding principal amount of the Tranche A Term Loans and the Tranche B Term Loans, allocated ratably based on outstanding principal amount, until such Loans have been paid in full (which payment shall be applied in direct order of maturity as set forth in Section 2.09(c)) and third, an outstanding principal amount of the Revolving Loans (and in connection with any prepayment pursuant to this clause third the Revolving Commitments shall be permanently reduced (but not to an amount less than $1,000,000,000) by an amount equal to the amount of such prepayment plus, if the amount of Net Proceeds available after application pursuant to clauses first and second exceeds the outstanding principal amount of the Revolving Loans, the amount of such excess); provided that, if Xerox shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that (iA) the Wireline Companies intend such Credit Party intends to apply all or a portion of the Net Proceeds from such eventevent (or a portion thereof specified in such certificate), within 12 months 360 days after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or received, (B) if such property is to acquire Replacement Assetsbe replaced, and (ii) any the property acquired in connection with such application (whether as replacement property or Replacement Assets) to replace it will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property and (C) no Event of a Collateral Support PartyDefault has occurred and is continuing, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net ProceedsProceeds specified in such certificate, if applicable); provided) except that, that if all or a portion of any such Net Proceeds have not been so applied within by the end of such 12360-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by (unless a binding commitment with a third party to repair or replace the end of such 12-month period or (B) applicable asset is in effect). Notwithstanding the foregoing, if such the Net Proceeds were committed during such 12-month period of any Casualty Event are less than $75,000,000, Xerox shall not be required to be applied but make any prepayment pursuant to this Section 2.10(b)(iii) until the aggregate Net Proceeds of Casualty Events not so applied within 18 months following equal or exceed $75,000,000. Such prepayment shall be made together with accrued interest thereon to the receipt date of prepayment and all amounts then owing under Section 2.15 in respect of such Net Proceeds, the amount of such Net Proceeds not so appliedprepayment.

Casualty Events. Within Not later than five (5) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventCredit Party, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make repayments in accordance with Sections 2.8(h) and (i); provided thatthat no such repayment shall be required under this Section 2.8(f) with respect to any Disposition of property which constitutes a Casualty Event resulting in no more than $100,000 in Net Cash Proceeds per Casualty Event and less than $500,000 in Net Cash Proceeds from Casualty Events in any fiscal year; provided, if further: (i) so long as no Default or Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend to apply all or a portion of extent that the Net Proceeds from such eventBorrower shall, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), have delivered a certificate to the Administrative Agent and each Lender within ten (10) Business Days stating that such proceeds are expected to be used to purchase replacement assets or repair such assets and, in each case, to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired be used in connection with the purposes described in Section 5.9 or otherwise in compliance with the terms of this Agreement no later than 365 days following the date of receipt of the entire amount of such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent proceeds; provided that if the property subject to be replaced was included therein or shall be property of a such Casualty Event constituted Collateral Support Partyunder the Security Instruments, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien granted pursuant to the Security Instruments in respect favor of such Net Proceeds the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.8, 5.11, and 5.12; and (or the ii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.8(f).

Casualty Events. Within five Business Days after any Net Proceeds are received On the date 180 days following the receipt by or on behalf the Group Members of the proceeds of any Wireline Company insurance, condemnation award or other compensation in respect of any Casualty Event affecting any Property of any Group Member (excluding any Group Member which is an Unrestricted Subsidiary) (or upon such earlier date as the respective Group Member shall have determined not to repair or replace (with either identical or substantially similar Property) the Property affected by such Casualty Event), the Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in Sections 2.03(b)(v) and 2.03(c)(vi) hereof), and the Revolving Credit Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to 100% of the Net Available Proceeds of such Casualty Event not theretofore promptly applied to the repair or replacement of such Property, such prepayment and reduction to be effected in each case in the manner and to the extent specified in paragraph (i) below. Notwithstanding the foregoing, in the event that a Casualty Event shall occur with respect to Property covered by the Mortgages, the Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in said Sections 2.03(b)(v) and 2.03(c)(vi)), and the Revolving Credit Commitments shall be subject to automatic reduction, on the dates, and in the amounts of the required prepayments, specified in the Mortgages. Nothing in this paragraph (a) shall be deemed to limit any obligation of the Group Members pursuant to any of the Security Documents to remit to a collateral or similar account maintained by the Administrative Agent pursuant to any of the Security Documents the proceeds of insurance, condemnation award or other compensation received in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Not later than 5 Business Days after following the receipt of any Net Cash Proceeds from a Casualty Event by any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h); provided that: (i) so long as no Default or 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 (A) in the event such Net Cash Proceeds shall not exceed $1,000,000 per Casualty Event or $3,000,000 in Net Cash Proceeds in any fiscal year of Borrower, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or before such date stating that such proceeds are received reasonably expected to be used, or (B) in the event that such Net Cash Proceeds equals or exceeds $1,000,000 per Casualty Event or $3,000,000 in Net Cash Proceeds in any fiscal year of Borrower, the Administrative Agent has elected by notice to Borrower on or on behalf of before such date to require such proceeds to be used, in each case, to repair, replace or restore any Wireline Company Property in respect of which such Net Cash Proceeds were paid or to reinvest in fixed or capital assets of any Loan Party, no later than 270 days following the date of receipt of such proceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the Property subject to such Casualty EventEvent constituted Collateral, then all Property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Section 2.10(j)Permitted Liens) prepay Term Borrowings of the applicable Security Documents in an aggregate amount equal to such Net Proceedsfavor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided that, and (ii) if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12270-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Business Days after any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j2.10 (j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five No later than the fifth (5th) Business Days after Day following the date of receipt by the Parent or any of its Subsidiaries of any Net Casualty Proceeds are received by or on behalf (together with all Net Disposition Proceeds subject to Section 2.13(a)) in excess of $2,500,000 in the aggregate in any Wireline Company fiscal year (with only the amount in respect excess of any Casualty Event$2,500,000 being subject to prepayment), the Borrower shall (subject to prepay the Loans as set forth in Section 2.10(j)2.14(b) prepay Term Borrowings in an aggregate amount equal to such Net Casualty Proceeds; provided thatprovided, if so long as (i) the Wireline Companies intend Borrower intends to apply reinvest all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Casualty Proceeds (the “Reinvestment Casualty Proceeds”) in assets used or useful to the business of the Loan Parties and their Subsidiaries and (ii) the Borrower or its Subsidiaries, as applicable, apply such Reinvestment Casualty Proceeds within such 12-month period, within 18 months following 270 days after the receipt of such Net Reinvestment Casualty Proceeds (which 270-day period shall be extended by an additional 180 days if Borrower Subsidiaries shall have entered into a binding commitment within such 270-day period to invest such Reinvestment Casualty Proceeds), the Borrower and its Subsidiaries shall not be required to repair, restore or replace make such prepayment out of the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least Reinvestment Casualty Proceeds; provided further that to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of any such Net Reinvestment Casualty Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12270-month day period (or (B) if only a commitment to invest has been made during the initial 270-day period, such Net additional 180-day period), then, at such time, a prepayment shall be required in an amount equal to such Reinvestment Casualty Proceeds were committed during such 12-month period to be applied but that have not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not been so applied.

Casualty Events. Within five Business Days after For so long as any Net Proceeds are received by or on behalf of any Wireline Company amounts in respect of the Term Loans are outstanding, not later than five Banking Days following the receipt of any Net Cash Proceeds from a Casualty Event, the Borrower Company shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments of the Term Loans or, if required by Section 4.2.8, terminate the Revolving Commitments; provided that: (a) so long as no Default shall then exist or arise therefrom, if (i) such Net Cash Proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that the Company shall have delivered a an Officers’ Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such Net Cash Proceeds shall be used to repair, re- Table of Contents place or restore any property in respect of which such Net Cash Proceeds were paid no later than 180 days following the Net Proceeds from such event, within 12 months after date of receipt of such Net Proceeds proceeds (or, which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Collateral under any Security Document, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a portion Security Document in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties thereunder, having the relevant priorities as set forth in the Security Documents; provided, further that if such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), are not used to so repair, restore or replace the such property with respect to which within such Net Proceeds were received or to acquire Replacement Assets180-day period, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect 100% of such Net Cash Proceeds shall immediately be applied to prepay Term Loans; and (b) if all or the any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12180-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end period as a mandatory prepayment of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt principal of such Net Proceeds, the amount of such Net Proceeds not so appliedoutstanding Term Loans as provided in this Section 4.2.

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Restricted Subsidiaries, the Borrower shall make prepayments without premium or penalty in accordance with Sections 2.10(g) and (subject to Section 2.10(j)h) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) no such prepayment shall be required under this Section 2.10(e) with respect to any Casualty Event (x) to the Wireline Companies intend extent such Casualty Event (together with any related Casualty Events) result in Net Cash Proceeds of $500,000 or less or (y) with respect to apply an asset of any Foreign Restricted Subsidiary to the extent that (A) the Net Cash Proceeds of all or a portion such Casualty Events of all Foreign Restricted Subsidiaries together with the Net Cash Proceeds of Asset Sales described in Section 2.10(c)(i)(C)(1) do not exceed $15,000,000 in the aggregate during the term of this Agreement, (B) local Requirements of Law prohibit such Foreign Restricted Subsidiary from making payment of the Net Cash Proceeds from of such eventCasualty Event to the Loan Parties, whether through the repayment of intercompany loans, dividends or otherwise (provided that to the extent any such Requirements of Law permit such payments at a later time, such prepayment shall be required within five Business Days thereafter) or (C) Borrower determines in good faith that repatriation to the United States of any such Net Cash Proceeds of a Casualty Event of a Foreign Restricted Subsidiary would have a material adverse tax consequence with respect to such funds (provided that if such funds are so repatriated by such Foreign Restricted Subsidiary, such repatriated funds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment pursuant to Section 2.10(g)); (ii) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to be reinvested in other fixed or capital assets to be used in Borrower’s business, or committed to be so used or reinvested, no later than 12 months after following the date of receipt of such Net Proceeds (or, proceeds; provided that if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Proceeds proceeds is not so used or reinvested within such 12-month period (or if the Loan Parties have entered into binding contractual commitments for reinvestment within such 12-month period, not so used or reinvested within 18 months following the receipt date of such Net ProceedsCasualty Event), to repairsuch unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(e); provided, restore or replace further, that if the property with respect subject to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in Casualty Event constituted Collateral under the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartySecurity Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (or the iii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12-month period (or, or if the applicable Wireline Company has Loan Parties have entered into a legally binding commitment to apply contractual commitments for such Net Proceeds application within such 12-month period, but has shall not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the date of receipt of such Net Proceedsproceeds), such unused portion shall be applied on the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within Not later than five (5) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by the Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) no such prepayment shall be required under this Section 2.7(d) with respect to any Casualty Event to the Wireline Companies intend extent such Casualty Event (together with any related Casualty Events) results in Net Cash Proceeds of $1,000,000 or less; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to apply all be so applied on such date to the extent that the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent on or a portion prior to such date stating that such Net Cash Proceeds are expected to be used to repair, replace or restore any property in respect of which Net Cash Proceeds were paid or to be reinvested, or committed to be reinvested, in other Capital Assets (other than inventory) to be used in the business of the Net Proceeds from such event, Borrower or its Subsidiaries within 12 twelve (12) months after following the date of receipt of such Net Proceeds (or, Cash Proceeds; provided that if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is not so reinvested within such 12-month period, within 18 months following such unused portion shall be applied on the receipt last day of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds period (or such earlier date as the portion of such Net Proceeds, if applicableBorrower may elect) as a mandatory prepayment as provided in this Section 2.7(d); provided, further, that if the property subject to such Casualty Event constituted Collateral under the Collateral Documents, then all or a portion property purchased with the Net Cash Proceeds thereof pursuant to this clause (ii) shall be made subject to the Lien of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month periodCollateral Documents in favor of the Administrative Agent, but has not applied such Net Proceeds within 18 months following such receipt)for the benefit of the Secured Parties, a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedaccordance with Section 6.12.

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(i); provided that: (i) so long as no Default shall then exist or arise therefrom, (A) the first $250,000 of such Net Cash Proceeds shall not be required to be so applied on behalf of any Wireline Company in respect of any Casualty Event, such date to the extent the Borrower shall (subject have delivered an Officers’ Certificate to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal the Administrative Agent on or prior to such date stating that such proceeds are reasonably expected to be used, and (B) in the event that such Net Proceeds; provided thatCash Proceeds exceed $250,000, if (i) the Wireline Companies intend to apply all or a portion of the Net Cash Proceeds from that exceed $250,000 also shall not be required to be so applied on such eventdate to the extent the Administrative Agent has elected by notice to Borrower on or prior to such date to require such proceeds to be used, within 12 months after in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in fixed or capital assets of any Loan Party, no later than 180 days following the date of receipt of such Net Proceeds proceeds (or, which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Collateral, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12180-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(g).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received in excess of (x) $375,000 from any one such Casualty Event, or (y) in excess of $1,500,000 in any fiscal year from all Casualty Events in such fiscal year, by any Company, Borrowers shall apply an amount equal to 100% of such excess Net Cash Proceeds to make prepayments in accordance with Sections 2.12(c); provided that: (A) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on behalf of such date to the extent that the Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that an amount equal to such proceeds is reasonably expected to be used to repair, replace or restore any Wireline Company property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in which an aggregate amount equal to such Net Proceeds; provided that, if Cash Proceeds was paid or to reinvest in assets (iother than cash or Cash Equivalents) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such eventdisposing Loan Party, within 12 months after no later than 360 days following the date of receipt of an amount equal to such Net proceeds (the “Casualty Proceeds Receipt Date”) (orwhich Officers’ Certificate shall set forth the estimates of the proceeds to be so expanded), which time frame may be extended by 180 days following the Casualty Proceeds Receipt Date if the applicable Wireline Company enters iEnergizer or any of its Subsidiaries shall have entered into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), agreement to repair, replace or restore or replace such property and such contracted work shall not be complete within the original 360 day time frame; provided that if the property subject to such Casualty Event constituted Collateral, then all property purchased or otherwise acquired with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least an amount equal to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (or the portion of such Net Proceeds, if applicable); provided, that B) if all or a any portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Cash Proceeds that have shall not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt period specified in clause (i) above, such unused portion shall be applied on the last day of such Net Proceeds, the amount of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(b).

Casualty Events. Within Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, not later than five (5) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (subject to Section 2.10(j)m) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Holdings shall have delivered an Officer’s Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of the Net Proceeds from such event, within 12 months after receipt of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries no later than 90 days (or, if the applicable Wireline Company enters into a legally binding commitment cash held pending reinvestment is held in Deposit Accounts subject to apply all or a portion of such Net Proceeds within such 12-month periodControl Agreements, within 18 months 180 days) following the date of receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent proceeds; provided that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Cash Proceeds that have may be applied pursuant to this Section 2.10(i)(i) shall not been so applied by the end of such 12-month period or exceed $6,000,000 per fiscal year; (B) if such all or any portion of the Net Cash Proceeds were committed during such 12-month period to be applied but are not so applied within 18 months following in such 90-day period (or 180-day period, as applicable), such unused portion shall be applied on the receipt last day of such period as a mandatory prepayment as provided in this Section 2.10(i); (C) if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net ProceedsCash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (D) if the property subject to such Casualty Event was owned by a Loan Party, the amount property purchased with the Net Cash Proceeds from such Casualty Event must be owned by a Loan Party; (E) if the property subject to such Casualty Event was owned by a Loan Party, any cash held pending reinvestment shall be held in Deposit Accounts subject to Control Agreements and (F) any cash held pending application shall not count in the calculation of such Net Proceeds not so applied.Available Cash;

Casualty Events. Within five Not later than three Business Days after following the receipt of any Net Cash Proceeds are received by or on behalf of any Wireline Company in respect of any from a Casualty Event, the Borrower shall make prepayments in accordance with Sections 2.13(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) such proceeds shall not be required to be so applied on such date so long as (A) the Wireline Companies intend aggregate amount of all Net Cash Proceeds received from Casualty Events in any fiscal year does not exceed $2.0 million and (B) the aggregate amount of all Net Cash Proceeds received from Casualty Events since the Closing Date does not exceed $5.0 million; and (ii) in the event clause (i) above is not applicable: (A) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to apply all be so applied on such date to the extent that (I) in the event such Net Cash Proceeds shall not exceed $5.0 million, the Borrower shall have delivered an Officers' Certificate to the Administrative Agent on or a portion prior to such date stating that such proceeds shall be used, or (II) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has required by notice to the Borrower on or prior to such date such proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid no later than 365 days following the Net Proceeds from such event, within 12 months after date of receipt of such Net Proceeds proceeds (or, which Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11; (B) all or a such Net Cash Proceeds in excess of $2.0 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of the Security Documents; and (C) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.13(e).

Casualty Events. Within Not later than five (5) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (subject to Section 2.10(j)m) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Holdings shall have delivered an Officer’s Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of the Net Proceeds from such event, within 12 months after receipt of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries no later than 90 days (or, if the applicable Wireline Company enters into a legally binding commitment cash held pending reinvestment is held in Deposit Accounts subject to apply all or a portion of such Net Proceeds within such 12-month periodControl Agreements, within 18 months 180 days) following the date of receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent proceeds; provided that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Cash Proceeds that have may be applied pursuant to this Section 2.10(i)(i) shall not been so applied by the end of such 12-month period or exceed $6,000,000 per fiscal year; (B) if such all or any portion of the Net Cash Proceeds were committed during such 12-month period to be applied but are not so applied within 18 months following in such 90-day period (or 180-day period, as applicable), such unused portion shall be applied on the receipt last day of such period as a mandatory prepayment as provided in this Section 2.10(i); (C) if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net ProceedsCash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (D) if the property subject to such Casualty Event was owned by a Loan Party, the amount property purchased with the Net Cash Proceeds from such Casualty Event must be owned by a Loan Party; (E) if the property subject to such Casualty Event was owned by a Loan Party, any cash held pending reinvestment shall be held in Deposit Accounts subject to Control Agreements and (F) any cash held pending application shall not count in the calculation of such Net Proceeds not so applied.Available Cash;

Casualty Events. Within five Business Days after Promptly, but in any event not later than thirty days following the receipt of any Net Cash Proceeds are from a Casualty Event, the Borrowers shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances) to, apply an amount equal to 100% of the Net Cash Proceeds received by or on behalf of any Wireline Company with respect thereto to make prepayments in accordance with Sections 2.10(i); provided, that: (i) no such prepayment shall be required with respect of to any Casualty Event, in the Borrower event the aggregate Net Cash Proceeds received after the Restatement Date in respect from all Casualty Events shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceedsnot exceed $7.5 million; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and and (ii) any property acquired in connection with so long as no Event of Default shall then exist or would arise therefrom, such application (whether as replacement property or Replacement Assets) will Net Cash Proceeds shall not be included in the Collateral at least required to be so applied on such date to the extent that the property Administrative Borrower shall have provided notice to the Administrative Agent and the Collateral Agent on or prior to such date stating that the Borrowers intend to use such Net Cash Proceeds to purchase assets to be replaced was included therein used by the Loan Parties in any Permitted Business or shall be property to repair, replace or restore any Property subject of a Collateral Support Party, then Casualty Event no prepayment will be required pursuant to this subsection in respect later than 270 days following the date of receipt of such Net Proceeds proceeds; provided, that (A) if all or the any portion of such Net ProceedsCash Proceeds shall not be utilized to purchase such assets or to repair, if applicable); provided, that if all replace or a portion of restore such Net Proceeds have not been so applied Property within such 12270-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), as a mandatory prepayment will be required at that time as provided in an amount equal to (ASection 2.10(i) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or and (B) if the Property subject to such Casualty Event constituted Collateral under the Security Documents, then all Property purchased with the Net Cash Proceeds were committed during such 12-month period thereof pursuant to this Section 2.10(f)(ii) shall be applied but not so applied within 18 months following made subject to the receipt Lien of such Net Proceedsthe applicable Security Documents in favor of the Collateral Agent, for its benefit and for the amount benefit of such Net Proceeds not so appliedthe other Secured Parties in accordance with Sections 5.11 and 5.12.

Casualty Events. Within two (2) Business Days after any date on which Casualty Proceeds exceed Cdn$5.0 million, the Canadian Borrower shall give written notice to the Administrative Agent thereof (a “Casualty Event Offer”), which shall contain and constitute an offer by and on behalf of the Relevant Borrowers to prepay the Term Facilities as specified in Sections 3.7(f) and (g) in an aggregate principal amount equal to the entire amount of such Casualty Proceeds on a date specified in the Casualty Event Offer that is not less than two Business Days and not more then five Business Days after the date of the Casualty Event Offer. For purposes of this Section 3.8(b): (i) Casualty Proceeds shall not include Net Available Proceeds from a Casualty Event to the extent that (A) no Default or Event of Default then exists or would arise therefrom, and (B) the Canadian Borrower has delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Available Proceeds shall be reinvested in assets used or usable in the business of the Canadian Borrower or any of its Subsidiaries or the repair, replacement or restoration of the Property in respect of which such Casualty Event has occurred, in each case within one year following the date of the receipt of such Net Available Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended); (ii) if all or any portion of Net Available Proceeds permitted to be applied to reinvestment pursuant to clause (i) above are not so used within the period beginning on the date such Net Available Proceeds are received by and ending on the first anniversary of such date, then such remaining portion shall be deemed Casualty Proceeds received on the last day of such period (or on behalf such earlier date as the relevant Company determines not to reinvest any portion thereof) or upon the acceleration of any Wireline Company the maturity of the Loans, as applicable, as specified in respect Section 3.7(f) and (g); and (iii) pending reinvestment in accordance with clause (i) above or the making of any a Casualty EventEvent Offer, the Relevant Borrower shall either (subject to A) temporarily prepay Revolving Loans under the U.S. Revolving Facility and/or the Canadian Revolving Facility, as applicable, in accordance with Section 2.10(j)) prepay Term Borrowings 3.6 in an aggregate amount equal to such Net Proceeds; provided that, if Available Proceeds or (iB) deposit such Net Available Proceeds in the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt relevant Collateral Account of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds)Borrower, to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired be released therefrom in connection with such application reinvestment (whether unless the maturity of the Loans shall have been accelerated) or otherwise applied in accordance with the terms of the Canadian Security Agreement or the U.S. Security Agreement, as replacement property applicable. Each Lender shall have the right to accept or Replacement Assets) will be included in decline the Collateral at least Casualty Event Offer by providing written notice to the extent that Canadian Borrower (on behalf of all the property Borrowers) within ten (10) Business Days of receipt of the Casualty Event Offer. The failure of any Lender to notify the Canadian Borrower of its acceptance within such ten (10) Business Days shall be deemed to be replaced was included therein or shall be property a rejection of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the Casualty Event Offer. To the extent any portion of Casualty Proceeds subject to the Casualty Event Offer are declined by the Relevant Lenders, the Relevant Borrower may use such Net Proceeds, if applicable); provided, that if all or a portion of such Net the Casualty Proceeds have for any purpose not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied otherwise prohibited by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedthis Agreement.

Casualty Events. Within five Not later than seven Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(e) and (subject to Section 2.10(j)f) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from no such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property payment shall be required under this Section 2.10(d) with respect to which such any Casualty Event (or series of related Casualty Events) resulting in $20.0 million or less in Net Proceeds were received or to acquire Replacement Assets, and Cash Proceeds; (ii) any property acquired in connection with so long as no Default shall then exist or arise therefrom, such application (whether as replacement property or Replacement Assets) will proceeds shall not be included in the Collateral at least required to be so applied on such date to the extent that the property Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 360 days following the date of receipt of such proceeds; provided that so long as construction or other work to so replace, repair or restore has commenced within such 360-day period but has not been completed (and can reasonably be expected to be completed pursuant to a written contract to be completed within 540 days of receipt), any such remaining proceeds shall continue to not be required to be so applied so long as they are used to repay any outstanding Revolving Loans; provided further that if the property of a subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (or the iii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12360-month day period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12or 540-month day period, but has not applied such Net Proceeds within 18 months following such receiptas applicable), a prepayment will such unused portion shall be required at that time in an amount equal to (A) applied on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(d).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds from a Casualty Event by JBP (prior to an IPO), Borrower or any of Borrower's Subsidiaries, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds are received by expected to be used to repair, replace or on behalf of restore any Wireline Company property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to which such Net Proceeds; provided thatCash Proceeds were paid, if (i) no later than 365 days following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into Security Documents in favor of the Collateral Trustee, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; (ii) all Net Cash Proceeds in respect of all Casualty Events in excess of $5.0 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX or used to repay Revolving Loans (which repayment is accompanied by a legally binding commitment temporary reduction in Revolving Commitments in a corresponding amount (which temporary reduction will not reduce any Commitment Fee otherwise owed pursuant to apply all Section 2.05), such temporary reduction to be eliminated as and when Borrower either makes the applicable repairs or replacements of the property subject to such Casualty Event or makes a mandatory prepayment as required pursuant to clause (iii) below) (it being understood that if so applied, Borrower shall not be released from its other obligations with respect to this Section 2.10(f)); and (iii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are from a Casualty Event (in the case of a Casualty Event by non-U.S. parties, to the extent such amounts can be repatriated to the United States without materially adverse tax or other economic consequences taking into account the amount of proceeds received from such Casualty Event as determined by the Administrative Agent (after consultation with Borrower)), Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that: (i) so long as no Default or Event of Default then exists or would arise therefrom, the Net Cash Proceeds thereof shall not be required to be so applied on behalf such date to the extent that Borrower has delivered an Officers’ Certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used to fund the acquisition of property used or usable in the business of Borrower and its Subsidiaries or repair, replace or restore the property in accordance with the provisions of the applicable Security Document in respect of which such Casualty Event has occurred, in each case within 270 days following the date of the receipt of such Net Cash Proceeds; (ii) to the extent such Casualty Event affects any Wireline Company of the Collateral, all property acquired to effect any repair, replacement or restoration of such Collateral shall be made subject to the Lien of the Security Documents in accordance with the provisions of Section 5.11; (iii) all such Net Cash Proceeds in excess of $1.0 million in respect of any Casualty Event, Event or in the Borrower aggregate for all such Casualty Events shall be held in the Collateral Account and released therefrom only in accordance with the terms of Article IX; (subject to Section 2.10(j)iv) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12270-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied on the last day of such Net Proceeds within 18 months following period as a mandatory prepayment as provided in this Section 2.10(f); and (v) no such receipt), a prepayment will shall be required at that time with respect to Casualty Events resulting in an amount equal to (A) the amount of such no more than $1.0 million in Net Cash Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedin any fiscal year.

Casualty Events. Within five Not later than fifteen (15) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by any Credit Party (other than with respect to a Casualty Event involving all or on behalf any portion of any Wireline Company in respect of any Casualty Eventthe Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 56156), the Borrower Company shall make a written offer to each Holder (subject by delivering such offer to Section 2.10(j)the Collateral Trustee who shall at the expense of the Company (x) prepay Term Borrowings in promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Collateral Trustee has delivered such notice to the Holders) to apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the Collateral Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided thatthat no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(c) with respect to any Disposition of Property which constitutes a Casualty Event resulting in no more than $250,000 in Net Cash Proceeds per Casualty Event to the extent that the aggregate amount of Net Cash Proceeds from such Casualty Events does not exceed $500,000 in any fiscal year; provided, if further: (i) the Wireline Companies intend other than with respect to apply a Casualty Event involving all or a any portion of the Net Proceeds from Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156, so long as no Default or Event of Default shall then exist or arise therefrom, such eventproceeds shall not be required to be so offered on such date to the extent that the Company shall, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), have delivered a certificate to repairthe Collateral Trustee within fifteen (15) Business Days stating that such proceeds are expected to be applied to the costs of replacement or repair of the properties or assets that are the subject of such Casualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, restore including through Acquisitions permitted hereunder and, in each case, otherwise in compliance with the terms of this Indenture no later than one (1) year after receipt of the Net Cash Proceeds from such Casualty Event provided that, if the Property subject to the Casualty Event constitutes Collateral under any Security Document, then the replacement properties and assets and/or such other assets so purchased or replace constructed shall constitute Collateral subject to the property Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the other Secured Parties in accordance with respect to which such Net Proceeds were received or to acquire Replacement AssetsSections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder, provided further that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (iix) any property acquired six (6) months of the date of such commitment and (y) the end of such one-year period, the Company shall offer to redeem the Obligations in connection accordance with this Section 3.14(c)(i) in accordance with the procedures outlined above without giving further effect to such application reinvestment right (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or Holders have accepted the redemption offer); and (ii) For the avoidance of doubt, the Company shall be property excused from making an offer to redeem the Obligations under Section 3.14(c)(i) to the extent that it has delivered written notice to the Collateral Trustee within fifteen (15) Business Days of a receipt of Net Cash Proceeds from such Disposition stating its intention to reinvest the Net Cash Proceeds as set forth in such Section 3.14(c)(i) (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Collateral Support Party, then no prepayment will be required Trustee) provided that (i) the Company is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 3.14(c)(i) hereof and (ii) this subsection sentence shall not be construed to limit the Company’s obligation to offer to prepay the Obligations to the extent that the Company fails to invest the applicable Net Cash Proceeds within the time periods set forth in respect of such Net Proceeds Section 3.14(c)(i). (iii) If all or the any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000 is subject to a Casualty Event, within fifteen (15) Business Days after the Net Cash Proceeds from such Net ProceedsCasualty Event are received, if applicable); provided, that if all or the Company shall make a portion written offer to each Holder (by delivering such offer to the Collateral Trustee who shall at the expense of the Company (x) promptly deliver such Net Proceeds have not been so applied within offer to each Holder and (y) thereafter notify the Company when the Collateral Trustee has delivered such 12-month period (or, if notice to the applicable Wireline Company has entered into a legally binding commitment Holders) to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to 100% of such Net Cash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (A30) days after it receives such written offer from the Company (or the Collateral Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that no such provided that no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(c)(iii) with respect to such Casualty Events which do not exceed, in the aggregate, a fair market value of $5,000,000 through the Maturity Date. Any of such Net Cash Proceeds that are not so applied to the Obligations in accordance with this Section 3.14(c)(iii) shall be invested, reinvested or applied to the costs of replacement of the properties or assets that are the subject of such Casualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties provided that if the Property subject to the Casualty Event constitutes Collateral under any Security Document, then all of such replacement properties or assets or other assets shall constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41. (iv) Each written offer to redeem the Obligations delivered to Holders in accordance with Section 3.14(c) shall specify the section of this Indenture pursuant to which the redemption shall occur, the proposed redemption date, the Principal Amount of the Obligations to be redeemed and the amount of accrued interest due in connection therewith. Each redemption of any or all of the Obligations shall be applied according to Section 3.14(e). Redemptions shall be accompanied by accrued and unpaid interest to, but not including, the redemption date. If any Holder accepts such Net Proceeds that have not been so applied by offer, subject to Section 3.14(e) hereof, the end Credit Parties shall pay to the Collateral Trustee, for the benefit of such 12-month Holders, such Holder’s Pro Rata Share of the aggregate redemption price offered to Holders within one (1) Business Day after the thirty (30) day period after such Holder receives the offer from the Company or the Collateral Trustee, as applicable, and each such redemption shall be accompanied by a written notice to the Collateral Trustee specifying the provision pursuant to which the redemption is being made and the amount of principal and interest being paid. (Bv) if Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Security Agreement) set forth in the Security Agreement, promptly upon delivering notice to the Collateral Trustee (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Collateral Trustee and each Holder) stating its intention to invest or reinvest the Net Cash Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt from a Casualty Event, all of such Net ProceedsCash Proceeds to be invested or reinvested pursuant Section 3.14(c) shall be remitted to a Deposit Account that constitutes a Collateral Account until such amounts are so invested or reinvested. (vi) All offers to redeem the Obligations under this Section 3.14(c) shall be made on a pro rata basis based upon each Holder’s Pro Rata Share (with respect to Global Notes, such offers will be made pursuant to the amount of such Net Proceeds not so appliedApplicable Procedures that most nearly approximate a pro rata selection).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by Parent, U.S. Borrower or on behalf any of its U.S. Subsidiaries, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); and not later than one Business Day following the receipt of any Wireline Company Net Cash Proceeds from a Casualty Event by Canadian Borrower or any Canadian Subsidiary, the Borrowers, shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); provided, in each case, that: (i) so long as no Default shall then exist or arise therefrom, no Offer to Redeem shall be required on such date to the extent that U.S. Borrower shall have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to which such Net Proceeds; provided thatCash Proceeds were paid or to invest in other fixed or capital assets, if no later than 365 days (ior such longer period as may be approved by the Administrative Agent) following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (ii) all or a Net Cash Proceeds in respect of all Casualty Events in excess of $15.0 million in the aggregate shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of Article IX; and (iii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month period day (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month or longer) period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in to make an amount equal Offer to (A) Redeem on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas provided in this Section 2.10(f).

Casualty Events. Within five Business Days Not later than 270 days after receipt by any Net Proceeds are received by Borrower or on behalf a Subsidiary thereof of any Wireline Company proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds Event (or, if earlier, upon its determination not to repair or replace any property subject to such Casualty Event or to acquire assets used or useable in the applicable Wireline Company enters into business of the Parent and its Subsidiaries), the Borrowers will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event, less any amounts (A) under $2,500,000 for each occurrence or series of related occurrences or (B) theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Parent and its Subsidiaries and will deliver to the Administrative Agent, concurrently with such prepayment, a legally binding commitment certificate signed by a Financial Officer of the Borrowers in form and substance satisfactory to apply all or a portion the Administrative Agent and setting forth the calculation of such Net Proceeds within Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) except as otherwise provided in this Agreement (including in clause (ii) below) or in any other Credit Document, the Administrative Agent shall turn over to the Borrowers any such 12proceeds received during such 270-month periodday period (unless the Borrowers have, within 18 months following prior to the Administrative Agent’s receipt of such Net Proceeds)proceeds, notified the Administrative Agent of their determination not to repair, restore repair or replace the property with respect subject to which such Net Proceeds were received the applicable Casualty Event or to acquire Replacement Assetsassets used or useable in the business of the Borrowers and their Subsidiaries), and (ii) any property acquired in connection and all such proceeds received or held by the Administrative Agent or the Borrowers or any of their Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment) shall be applied to prepay the outstanding principal amount of the Loans; and provided further that no prepayment shall be required with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least respect to Net Cash Proceeds received by an Insurance Subsidiary to the extent that such proceeds must be retained by such Insurance Subsidiary to satisfy an applicable Requirement of Law or if such retention is, in the property opinion of any applicable Governmental Authority, necessary or appropriate to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect maintain the soundness of such Net Proceeds (Insurance Subsidiary, whether or not the portion opinion of such Net Proceeds, if applicable); provided, that if all or a portion Governmental Authority has the force of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedlaw.

Casualty Events. Within five Not later than 10 Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Default has occurred and is continuing, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Borrower shall have delivered an Officers’ Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of the which such Net Cash Proceeds from such eventwere paid, within no later than 12 months after following the date of receipt of such Net Proceeds (or, proceeds; provided that if the applicable Wireline Company enters into a legally binding commitment property subject to apply such Casualty Event constituted (i) Collateral consisting of Mortgaged Vessels and the Collateral Maintenance Ratio is less than 1.25 to 1.00 after such Casualty Event, or (ii) Collateral other than Mortgaged Vessels, then all or a substantially all (as determined by the Collateral Agent) property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent or Mortgage Trustee, as applicable, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 12-month period, within 18 months following such unused portion shall be applied on or before the receipt last day of such Net Proceedsperiod as a mandatory prepayment as provided in this Section 2.10(f), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds from a Casualty Event by any Group Member, the Borrowers shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that (i) such Net Cash Proceeds shall not be required to be so applied on such date to the extent that (A) such Net Cash Proceeds shall be less than $2,500,000 per twelve (12) month period, or (B) in the event that such Net Cash Proceeds equal or exceed $2,500,000, Borrower Agent shall have notified the Administrative Agent on or prior to such date stating that such proceeds are received by expected (x) to be used to repair, replace or on behalf of restore any Wireline Company Property in respect of any which such Net Cash Proceeds were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise useful in the business of the Group Members, or (y) to be contractually committed to be so reinvested, in each case, no later than 12 months (or within 18 months following receipt thereof if a contractual commitment to reinvest has been entered into within 12 months following receipt thereof) following the date of receipt of such proceeds; provided that if the Property subject to such Casualty EventEvent constituted Collateral, then all Property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Section 2.10(j)Permitted Liens) prepay Term Borrowings of the applicable Security Documents in an aggregate amount equal to such Net Proceedsfavor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; provided that, and (ii) if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is not contractually committed within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-12 month period to be applied but not so applied reinvested within such 12 month period to be so reinvested (and actually reinvested within 18 months following of the receipt of the Net Cash Proceeds related thereto), such Net Proceeds, unused portion shall be applied within ten (10) Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received by from a Casualty Event, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that: (i) so long as no Default or Event of Default then exists or would arise therefrom, the Net Cash Proceeds thereof shall not be required to be so applied on behalf such date to the extent that Borrower has delivered an Officers' Certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used to fund the acquisition of any Wireline Company property used or usable in the business of Borrower and its Subsidiaries or repair, replace or restore the property in accordance with the provisions of the applicable Security Document in respect of any which such Casualty EventEvent has occurred, in each case within 270 days following the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and ; (ii) to the extent such Casualty Event affects any of the Collateral, all property acquired to effect any repair, replacement or restoration of such Collateral shall be made subject to the Lien of the Security Documents in connection accordance with the provisions of Section 5.11; (iii) all such application (whether as replacement property Net Cash Proceeds in excess of $1.0 million individually or Replacement Assets) will in the aggregate for all such Casualty Events shall be included held in the Collateral at least to Account and released therefrom only in accordance with the extent that the property to be replaced was included therein terms of Article IX; (iv) if all or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12270-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied on the last day of such Net Proceeds within 18 months following period as a mandatory prepayment as provided in this Section 2.10(f); and (v) no such receipt), a prepayment will shall be required at that time with respect to Casualty Events resulting in an amount equal to (A) the amount of such no more than $1.0 million in Net Cash Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedin any fiscal year.

Casualty Events. Within five Business Days after of the receipt by the Parent Guarantor or any Net Proceeds are received by of its Included Subsidiaries of the proceeds of insurance, condemnation award or on behalf of any Wireline Company other compensation in respect of any Casualty EventEvent affecting any property of the Parent Guarantor or any of its Subsidiaries, the Borrower shall (subject to Section 2.10(j)) prepay the Term Borrowings Loans and Incremental Facility Term Loans, in an aggregate amount equal to 100% of the Net Available Proceeds of such Net ProceedsCasualty Event, such prepayment to be effected in each case in the manner and to the extent specified in clause (vi) of this paragraph; provided that, if notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to that: (A) the amount Borrower advises the Administrative Agent within five Business Days of the relevant Casualty Event that it intends to use such Net Available Proceeds that have not been so applied by to reinvest the end proceeds thereof into the business of such 12-month period or the Parent Guarantor and its Subsidiaries; and (B) if such Net Available Proceeds were committed during are in fact so applied to such 12-month period reinvestment within 365 days of such Casualty Event (it being understood that, in the event Net Available Proceeds from more than one Casualty Event are held by the Borrower, such Net Available Proceeds shall be deemed to be applied but not so applied within 18 months following utilized in the receipt of same order in which such Casualty Event occurred and, accordingly, any such Net Proceeds, Available Proceeds so held for more than 365 days shall be forthwith applied to the amount prepayment of such Net Proceeds not so appliedLoans as provided above).

Casualty Events. Within five two (2) Business Days after any date on which Casualty Proceeds exceed Cdn$5.0 million, the Canadian Borrower shall give written notice to the Administrative Agent thereof (a ''Casualty Event Offer''), which shall contain and constitute an offer by and on behalf of the Relevant Borrowers to prepay the New Term Facility as specified in Sections 3.7(e) and (f) in an aggregate principal amount equal to the entire amount of such Casualty Proceeds on a date specified in the Casualty Event Offer that is not less than five Business Days and not more than ten Business Days after the date of the Casualty Event Offer. For purposes of this Section 3.8(b): (i) Casualty Proceeds shall not include Net Available Proceeds from a Casualty Event to the extent that (A) no Default or Event of Default then exists or would arise therefrom, and (B) the Canadian Borrower has delivered an Officer's Certificate to the Administrative Agent on or prior to such date stating that such Net Available Proceeds shall be reinvested in assets used or usable in the business of the Canadian Borrower or any of its Subsidiaries or the repair, replacement or restoration of the Property in respect of which such Casualty Event has occurred, in each case within one year following the date of the receipt of such Net Available Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended); (ii) if all or any portion of Net Available Proceeds permitted to be applied to reinvestment pursuant to clause (i) above are not so used within the period beginning on the date such Net Available Proceeds are received by and ending on the first anniversary of such date, then such remaining portion shall be deemed Casualty Proceeds received on the last day of such period (or on behalf such earlier date as the relevant Company determines not to reinvest any portion thereof) or upon the acceleration of any Wireline Company the maturity of the Loans, as applicable, as specified in respect Sections 3.7(e) and (f); and (iii) pending reinvestment in accordance with clause (i) above or the making of any a Casualty EventEvent Offer, the Relevant Borrower shall either (subject to A) temporarily prepay Revolving Loans under the U.S. Revolving Facility and/or the Canadian Revolving Facility, as applicable, in accordance with Section 2.10(j)) prepay Term Borrowings 3.6 in an aggregate amount equal to such Net Proceeds; provided that, if Available Proceeds or (iB) deposit such Net Available Proceeds in the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt relevant Collateral Account of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds)Borrower, to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired be released therefrom in connection with such application reinvestment (whether unless the maturity of the Loans shall have been accelerated) or otherwise applied in accordance with the terms of the Canadian Security Agreement or the U.S. Security Agreement, as replacement property applicable. Each Lender shall have the right to accept or Replacement Assets) will be included in decline the Collateral at least Casualty Event Offer by providing written notice to the extent that Canadian Borrower (on behalf of all the property Borrowers) within five Business Days of receipt of the Casualty Event Offer. The failure of any Lender to notify the Canadian Borrower of its acceptance within such five Business Days shall be deemed to be replaced was included therein or shall be property a rejection of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the Casualty Event Offer. To the extent any portion of Casualty Proceeds subject to the Casualty Event Offer are declined by the Relevant Lenders, the Relevant Borrower may use such Net Proceeds, if applicable); provided, that if all or a portion of such Net the Casualty Proceeds have for any purpose not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied otherwise prohibited by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedthis Agreement.

Casualty Events. Within Not later than five Business Days after any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, following the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if received by the Collateral Agent, notice to Borrower of such receipt) of any Net Cash Proceeds from a Casualty Event, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $2.5 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used; or (B) in the event that such Net Cash Proceeds exceed $2.5 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid no later than 180 days following the date of receipt of such proceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; (ii) all such Net Cash Proceeds in excess of $7.5 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; (iii) if all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month 180 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment of principal of outstanding Term B Loans as provided in this Section 2.10(f); and (oriv) in the event Collateral Agent receives any Net Cash Proceeds that would otherwise be from a Casualty Event except that such proceeds do not exceed $2.5 million, if the applicable Wireline Company has entered into a legally binding commitment to apply Collateral Agent will promptly deliver such Net Cash Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedBorrower.

Casualty Events. Within five Not later than ten Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower Borrowers shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that, if : (i) such Net Cash Proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that (A) such Net Cash Proceeds are less than $1,500,000 per Casualty Event or the aggregate amount of Net Cash Proceeds are less than $3,000,000 in any twelve month period (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, the Borrowers shall have notified the Administrative Agent on or prior to apply all or a portion such date stating that such proceeds in excess of the Casualty Event Threshold are expected to be (x) used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure), or (y) contractually committed to be so reinvested, in each case, no later than 18 months (or within 24 months following receipt thereof if such event, contractual commitment to reinvest has been entered into within 12 18 months after following receipt thereof) following the date of receipt of such Net Proceeds proceeds; and (or, ii) if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is contractually committed within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied so reinvested within such 24 month period but is not so applied actually reinvested within 18 24 months following of the receipt of the Net Cash Proceeds related thereto, such Net Proceeds, unused portion shall be applied within ten Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five After the expiry of the Certain Funds Period, not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds from a Casualty Event by any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(j) and (k); provided that (i) such Net Cash Proceeds shall not be required to be so applied on such date to the extent that (A) such Net Cash Proceeds shall be less than $5,000,000 per twelve (12) month period, or (B) in the event that such Net Cash Proceeds equal or exceed $5,000,000, Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds are received by expected (x) to be used to repair, replace or on behalf of restore any Wireline Company Property in respect of any which such Net Cash Proceeds were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise useful in the business of the Companies, or (y) to be contractually committed to be so reinvested, in each case, no later than 12 months (or within 18 months following receipt thereof if a contractual commitment to reinvest has been entered into within 12 months following receipt thereof) following the date of receipt of such proceeds; provided that if the Property subject to such Casualty EventEvent constituted Collateral, then all Property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Section 2.10(j)Permitted Liens) prepay Term Borrowings of the applicable Security Documents in an aggregate amount equal to such Net Proceedsfavor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; provided that, and (ii) if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is not contractually committed within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-12 month period to be applied but not so applied reinvested within such 12 month period to be so reinvested (and actually reinvested within 18 months following of the receipt of the Net Cash Proceeds related thereto), such Net Proceeds, unused portion shall be applied within ten (10) Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(c).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received (other than Excluded Net Cash Proceeds) from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventCompany, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(g); provided that, if : (i) the Wireline Companies intend to apply all so long as no Event of Default shall then exist or a portion of the Net Proceeds from such eventwould arise therefrom, within 12 months after receipt of (I) such Net Cash Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment shall not be required to apply all or a portion of be so applied on such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least date to the extent that the property Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds are reasonably expected to be replaced was included therein used to repair, replace or shall be restore any property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of which such Net Cash Proceeds were paid or to reinvest in assets (other than working capital) used or useful in the business of any Loan Party within 12 months following the date of receipt of such proceeds or (II) up to $25,000,000 in the aggregate of such Net Cash Proceeds in any fiscal year of the Borrower shall not be required to be so applied on such date to the extent the Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds are reasonably expected to be used within 12 months following the date of receipt of such proceeds to comply with applicable capital requirements or finance the working capital needs of a Broker-Dealer Restricted Subsidiary, an operating regulated entity or a licensed mortgage Restricted Subsidiary, or an Equivalent Regulated Subsidiary (or the to make Investments permitted to be made under Section 6.04 which will be so used by a Broker-Dealer Restricted Subsidiary, an operating regulated entity or a licensed mortgage Restricted Subsidiary, or an Equivalent Regulated Subsidiary); and (ii) if all or any portion of such Net ProceedsCash Proceeds shall not be so applied or used within such 12 month period as provided in preceding clause (i), if applicable); provided, that if all or a such unused portion shall be applied on the last day of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into as a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptmandatory prepayment as provided above in this Section 2.10(e), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or any of its Subsidiaries, Borrower shall apply an -44- amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with SECTIONS 2.10(h) and (i); PROVIDED that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on behalf of such date to the extent that Borrower applies such proceeds to repair, replace or restore any Wireline Company property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to which such Net Proceeds; provided that, if (i) Cash Proceeds were paid no later than 360 days following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, proceeds; PROVIDED that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with SECTIONS 5.10 and 5.11; PROVIDED, FURTHER, that if the property subject to apply such Casualty Event did not constitute Collateral but the property purchased with the Net Cash Proceeds thereof is intended to be subject to the Lien created by any of the Security Documents, then all or a such property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with SECTIONS 5.10 and 5.11; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12360-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this SECTION 2.10(f).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds from a Casualty Event by any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that: (i) so long as no 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 (A) in the event such Net Cash Proceeds shall be less than $750,000, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are received expected to be used, or (B) in the event that such Net Cash Proceeds equal or exceed $750,000, the Administrative Agent has elected by notice to Borrower on or on behalf of prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any Wireline Company property in respect of any which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 180 days following the date of receipt of such proceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty EventEvent constituted Collateral, then all property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Section 2.10(j)Permitted Liens) prepay Term Borrowings of the applicable Security Documents in an aggregate amount equal to such Net Proceedsfavor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided that, and (ii) if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore shall not be so applied or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property committed to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12180-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than two Business Days after following the receipt of any Net Cash Proceeds are received by or on behalf of any Wireline Company in respect of any from a Casualty Event, the Borrower Borrowers shall, and shall cause their domestic Subsidiaries to, apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that subject to Section 2.10(j2.10(g)) prepay Term Borrowings , and as long as no Cash Dominion Event the exists or would arise therefrom, and, except as the Administrative Agent may otherwise agree, the aggregate of such Net Cash Proceeds from Casualty Events does not exceed $5.0 million in any fiscal year of the Borrowers, such proceeds shall not be required to be so applied on such date to the extent that, the Lead Borrower shall have delivered an aggregate amount equal Officers’ Certificate to the Administrative Agent on or prior to such Net Proceeds; provided thatdate stating that such proceeds shall be used or committed to be used to repair, if (i) replace or restore any Property the Wireline Companies intend to apply all or subject of a portion Casualty Event within 270 days of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, Cash Proceeds; provided that if the applicable Wireline Company enters into a legally binding commitment Property subject to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following Casualty Event constituted Collateral under the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartySecurity Documents, then no prepayment will be required all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in respect favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided further that, if a Cash Dominion Event shall then exist or would arise therefrom, such Net Cash Proceeds (or shall be paid by the portion Borrowers to the Administrative Agent to temporarily reduce the Obligations as set forth in Section 2.04 hereof, provided further that, unless the Obligations have been accelerated in accordance with Article VII hereof, upon delivery by the Borrowers to the Administrative Agent of the Officers’ Certificate referenced above, such Net Proceeds, if applicable); provided, that if all or a portion of Cash Proceeds shall be released to the Borrowers (so long as the conditions precedent to Borrowing have been met hereunder) to reinvest such Net Cash Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.as set forth above; and

Casualty Events. Within five Business Days after ninety (90) days following the receipt by Hawk or any Net Proceeds are received by of its Subsidiaries of the proceeds of insurance, condemnation award or on behalf of any Wireline Company other compensation in respect of any Casualty EventEvent affecting any property of Hawk or any of its Subsidiaries (or upon such earlier date as Hawk or any of its Subsidiaries, as the Borrower case may be, shall (subject have determined not to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore repair or replace the property with respect affected by such Casualty Event), the Borrowers shall prepay the Loans by an aggregate amount, if any, equal to which 100% of the Net Cash Payments from such Casualty Event not theretofore applied or committed to be applied to the repair or replacement of such property (it being understood that (i) if the Net Cash Payments committed to be applied are not in fact applied within ninety (90) days of the respective Casualty Event, or Hawk or any of its Subsidiaries have not entered into binding contractual agreements as of such 90th day requiring payment of amounts at least equal to such funds in repair or replacement of the property affected by the Casualty Event, then such Net Proceeds were received Cash Payments, or such lesser amount that is not required to acquire Replacement Assetsbe paid pursuant to such binding contractual commitment, shall be applied to the prepayment of the Loans as provided in this clause (a) at the expiration of such ninety (90) day period and (ii) if an Event of Default shall have occurred and is continuing on the date such Net Cash Payments are received by Hawk or any property acquired in connection with of its Subsidiaries or at any time during such application ninety (whether as replacement property or Replacement Assets90) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Partyday period, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if Borrowers shall prepay the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time outstanding Loans in an amount equal to (A) the amount 100% of such Net Proceeds that have not been so applied by the end Cash Payments (or, if any portion of such 12-month period or (Bproceeds shall have been reinvested prior to the occurrence of such Event of Default, 100% of such remaining amount of Net Cash Payments not so reinvested) if on the later of the date such Net Proceeds were committed during Cash Payments are received by Hawk or any of its Subsidiaries or the date of the occurrence of such 12-month period Event of Default), such prepayment to be applied but not so applied within 18 months following effected in each case in the receipt manner and to the extent specified in paragraph (e) of such Net Proceeds, the amount of such Net Proceeds not so appliedthis SECTION 2.04.

Casualty Events. Within five Not later than fifteen (15) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by any Credit Party (other than with respect to a Casualty Event involving all or on behalf any portion of any Wireline Company in respect of any Casualty Eventthe Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156), the Borrower shall make a written offer to each Lender (subject by delivering such offer to Section 2.10(j)Administrative Agent who shall (x) prepay Term Borrowings in promptly deliver such offer to each Lender and (y) thereafter notify Borrower when Administrative Agent has delivered such notice to the Lenders) to apply an aggregate amount equal to 100% of such Net Proceeds; provided that, if Cash Proceeds to make repayments in accordance with Sections 2.8(h) and (i) and each Lender shall have thirty (30) days after it receives such written offer to determine whether to accept its Pro Rata Share of such payment offered to the Wireline Companies intend Lenders (failure by a Lender to apply respond within such thirty (30) day period shall be construed as acceptance of such payment by such Lender); provided that no such repayment shall be required under this Section 2.8(f) with respect to any Disposition of property which constitutes a Casualty Event resulting in no more than $250,000 in Net Cash Proceeds per Casualty Event to the extent that the aggregate amount of Net Cash Proceeds from such Casualty Events does not exceed $500,000 in any fiscal year; provided, further: (i) other than with respect to a Casualty Event involving all or a any portion of the Net Proceeds from Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156, so long as no Default or Event of Default shall then exist or arise therefrom, such eventproceeds shall not be required to be so offered on such date to the extent that the Borrower shall, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), have delivered a certificate to repairthe Administrative Agent within fifteen (15) Business Days stating that such proceeds are expected to be applied to the costs of replacement or repair of the properties or assets that are the subject of such Casualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, restore including through Acquisitions permitted hereunder and, in each case, otherwise in compliance with the terms of this Agreement no later than one (1) year after receipt of the Net Cash Proceeds from such Casualty Event provided that, if the Property subject to the Casualty Event constitutes Collateral under any Security Instrument, then the replacement properties and assets and/or such other assets so purchased or replace constructed shall constitute Collateral subject to the property Lien granted pursuant to the Security Instruments in favor of the Administrative Agent, for the benefit of the other Secured Parties in accordance with respect Sections 5.8, 5.11, 5.12 and 6.15, including through Acquisitions permitted hereunder, provided further that if any amount is so committed to which be reinvested within such Net Proceeds were received or one-year period, but is not reinvested within the later to acquire Replacement Assets, occur of (x) six (6) months of the date of such commitment and (iiy) any property acquired the end of such one-year period, the Borrower shall offer to repay the Obligations in connection accordance with this Section 2.8(f)(i) in accordance with the procedures outlined above without giving further effect to such application reinvestment right (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or Lenders have accepted the offer of prepayment); and (ii) For the avoidance of doubt, Borrower shall be property excused from making an offer to prepay the Loans under Section 2.8(f)(i) to the extent that it has delivered written notice to Administrative Agent within fifteen (15) Business Days of a Collateral Support Party, then no prepayment will be required receipt of Net Cash Proceeds from such Disposition stating its intention to reinvest the Net Cash Proceeds as set forth in such Section 2.8(f)(i) (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent) provided that (i) the Borrower is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 2(f)(i) hereof and (ii) this subsection sentence shall not be construed to limit the Borrower’s obligation to offer to prepay the Loans to the extent that the Borrower fails to invest the applicable Net Cash Proceeds within the time periods set forth in respect Section 2.8(f)(i). (iii) If all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000 is subject to a Casualty Event, within fifteen (15) Business Days after the Net Cash Proceeds from such Casualty Event are received, Borrower shall make a written offer to each Lender (by delivering such offer to Administrative Agent who shall (x) promptly deliver such offer to each Lender and (y) thereafter notify Borrower when Administrative Agent has delivered such notice to the Lenders) to offer to apply 100% of such Net Cash Proceeds from such Casualty Event to make repayments of the outstanding Obligations in accordance with Sections 2.8(h) and (i) and each Lender shall have thirty (30) days after it receives such written offer to determine whether to accept its Pro Rata Share of such payment offered to the Lenders (failure by a Lender to respond within such thirty (30) day period shall be construed as acceptance of such payment by such Lender) provided that no such offer to prepay or repayment shall be required under this Section 2.8(f)(iii) with respect to such Casualty Events which do not exceed, in the portion aggregate, a fair market value of $5,000,000 through the Maturity Date. Any of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Cash Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but are not so applied within 18 months following to the receipt Obligations in accordance with this Section 2.8(f)(iii) shall be invested, reinvested or applied to the costs of replacement of the properties or assets that are the subject of such Net ProceedsCasualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties provided that if the Property subject to the Casualty Event constitutes Collateral under any Security Instrument, then all of such replacement properties or assets or other assets shall constitute Collateral subject to the Lien granted pursuant to the Security Instruments in favor of the Administrative Agent, for the benefit of the Secured Parties in accordance with Sections 5.8, 5.11, 5.12 and 6.15. (iv) Each written offer to prepay the Loans delivered to Administrative Agent in accordance with Section 2.8(f) shall specify the proposed repayment date, the principal amount of the Loans to be repaid, the amount of accrued interest due in connection therewith and the amount of any Applicable Premium, if any. Each repayment of any or all of the Loans shall be applied according to Section 2.8(h). Repayments shall be accompanied by accrued interest to the extent required by Section 2.6. If a Lender accepts such offer, subject to Section 2.8(h) hereof, the Borrower shall pay to Administrative Agent, for the benefit of such Lender, such Lender’s Pro Rata Share of the aggregate amount of prepayment offered to the Lenders within one (1) Business Day after the thirty (30) day period after such Lender receives the offer from Borrower or Administrative Agent, as applicable, and each such prepayment shall be accompanied by a written notice to Administrative Agent specifying the amount of principal, interest and Applicable Premium being paid. (v) Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Pledge and Security Agreement) set forth in the Pledge and Security Agreement, promptly upon delivering notice to Administrative Agent (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) stating its intention to invest or reinvest the Net Cash Proceeds from a Casualty Event, all of such Net Cash Proceeds not to be invested or reinvested pursuant to Section 2.8(f) shall be remitted to a Deposit Account that constitutes a Collateral Account until such amounts are so appliedinvested or reinvested. (vi) All offers to prepay the Loans under this Section 2.8(f) shall be made on a pro rata basis based upon each Lender’s Pro Rata Share.

Casualty Events. Within five Not later than three Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that (A) in the event such Net Cash Proceeds shall not exceed $10.0 million, Holdings shall have delivered an Officer’s Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $10.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days following the Net Proceeds from such event, within 12 months after date of receipt of such Net Proceeds proceeds; provided that (or, x) if the property subject to such Casualty Event constituted assets comprising the Davidson Project, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be reinvested in fixed or capital assets used in the Davidson Project; and (y) if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than one Business Days after any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months Day following the receipt of such any net cash proceeds (whether or not otherwise constituting Net Cash Proceeds) in excess of $250,000 from a Casualty Event, Borrower shall, and shall cause the other Loan Parties, to apply an amount equal to 100% of the Net Cash Proceeds to make prepayments required pursuant to Section 2.10(b)(iii), or to the extent that a Cash Dominion Trigger Event has occurred and is continuing, in accordance with Section 2.10(j); provided that subject to Section 2.10(g) and so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to repair, replace or restore any Property the subject of a Casualty Event (which Officer’s Certificate shall set forth the estimates of the proceeds to be so expended) and (B) the Administrative Agent shall have determined that (i) such proceeds, together with Borrower’s cash on hand (or replace reasonably projected to be on hand) and Excess Availability shall be adequate to enable Borrower to complete any such repairs, replacements, or restorations to any such Property and that such repairs, replacements and restorations shall be completed within 360 days after the property with respect to which receipt of such Net Proceeds were received or to acquire Replacement Assets, proceeds and (ii) any property acquired in connection such Property, after the completion of such repairs, replacements or restorations, shall provide the Companies with substantially similar or greater benefits as were provided by the Property subject to such application (whether as replacement property or Replacement Assets) will be included in Casualty Event; provided that if the Property subject to such Casualty Event constituted Collateral at least to under the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartySecurity Documents, then no prepayment will be required all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection in respect shall be made subject to the Lien of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month periodSecurity Documents in favor of the Collateral Agent, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time for its benefit and for the benefit of the other Secured Parties in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.accordance with Sections 5.11 and 5.12;

Casualty Events. Within five Not later than 5 Business Days after following the receipt of any Net Available Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Available Proceeds; provided that, if (i) so long as no Default or Event of Default has occurred and is continuing, such Net Available Proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that (A) Borrower shall have delivered an Officer’s Certificate to apply all the Administrative Agent on or prior to such date stating that such Net Available Proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Available Proceeds were paid (or, if it is not economic to repair, replace or restore such property, to otherwise reinvest such Net Available Proceeds in productive assets (other than current assets) of a portion kind then used or usable in the business of the Net Proceeds from such event, within Borrower or its Subsidiaries) no later than 12 months after following the date of receipt of such Net Available Proceeds or (or, B) the aggregate amount of Net Available Proceeds of Casualty Events (excluding proceeds described in clause (i)(A)) does not exceed $5.0 million in the fiscal year of Borrower in which such Net Available Proceeds are received by Borrower or any of its Subsidiaries; provided that if the applicable Wireline Company enters into a legally binding commitment property subject to apply such Casualty Event constituted Collateral, then all or a substantially all property purchased with the Net Available Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided, further, that any cash held pending reinvestment shall not count in the calculation of Available Cash; (ii) if any portion of such Net Available Proceeds described in clause (i)(A) above shall not be so applied within such 12-month period, within 18 months following the receipt aggregate amount of such unused Net ProceedsAvailable Proceeds from Casualty Events (including proceeds described in clause (i)(B) above) exceeding $5.0 million in the fiscal year of Borrower in which such Net Available Proceeds are received by Borrower or any of its Subsidiaries shall be applied on or before the last day of such period as a mandatory prepayment as provided in this Section 2.10(f); and (iii) notwithstanding anything herein to the contrary, (x) the Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of any Net Available Proceeds from a Casualty Event constituting a Total Loss with respect to the Hercules Highlander, Hercules Resilience or Hercules Triumph, and such Net Proceeds may not be reinvested pursuant to Section 2.10(f)(i) and (y) the Borrower may reinvest Net Available Proceeds from a Casualty Event, other than a Casualty Event constituting a Total Loss, with respect to the Hercules Highlander, Hercules Resilience or Hercules Triumph solely to repair, replace or restore or replace the any property with in respect to of which such Net Available Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired paid in connection accordance with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicableSection 2.10(f)(i); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(i) and (j); provided that (i) no such prepayment shall be required under this clause (e) (A) with respect to any disposition of property which constitutes an Asset Sale, or (B) to the extent the aggregate amount of Net Cash Proceeds from all such Casualty Events, together with Asset Sales, do not exceed the Asset Sale/Casualty Event Threshold; provided that, only such Excess Net Cash Proceeds shall subject to this Section 2.10(e)), (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds in excess of the Asset Sale/Casualty Event Threshold are expected (x) to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 15 months (or within 21 months following receipt thereof if such contractual commitment to reinvest has been entered into within 15 months following receipt thereof) following the date of receipt of such proceeds; and (iii) if all or any portion of such Excess Net Cash Proceeds that are the subject of a notice delivered pursuant to clause (i) the Wireline Companies intend immediately above is neither reinvested nor contractually committed to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds be so reinvested within such 12-15 month period (or is not actually reinvested within such additional six (6) month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a such unused portion shall be applied within ten (10) Business Days after the last day of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into as a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptmandatory prepayment as provided in this Section 2.10(e), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received by from a Casualty Event, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that: (i) so long as no Default or Event of Default then exists or would arise therefrom, the Net Cash Proceeds thereof shall not be required to be so applied on behalf such date to the extent that Borrower has delivered an Officers’ Certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used to fund the acquisition of any Wireline Company property used or usable in the business of Borrower and its Subsidiaries or repair, replace or restore the property in accordance with the provisions of the applicable Security Document in respect of any which such Casualty EventEvent has occurred, in each case within 270 days following the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and ; (ii) to the extent such Casualty Event affects any of the Collateral, all property acquired to effect any repair, replacement or restoration of such Collateral shall be made subject to the Lien of the Security Documents in connection accordance with the provisions of Section 5.11; (iii) all such application (whether as replacement property Net Cash Proceeds in excess of $1.0 million individually or Replacement Assets) will in the aggregate for all such Casualty Events shall be included held in the Collateral at least to Account and released therefrom only in accordance with the extent that the property to be replaced was included therein terms of Article IX; (iv) if all or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12270-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied on the last day of such Net Proceeds within 18 months following period as a mandatory prepayment as provided in this Section 2.10(f); and (v) no such receipt), a prepayment will shall be required at that time with respect to Casualty Events resulting in an amount equal to (A) the amount of such no more than $1.0 million in Net Cash Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedin any fiscal year.

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that, if that (i) such Net Cash Proceeds shall not be required to be so applied on such date to the Wireline Companies intend to apply all extent that (A) (x) the Net Cash Proceeds of a Casualty Event do not exceed the greater of $1,500,000 and 5.0% of Consolidated EBITDA for the most recently ended Test Period per Casualty Event or a portion (y) in respect of Net Cash Proceeds not in excess of $3,000,000 and 10% of Consolidated EBITDA for the most recently ended Test Period in any twelve month period (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, such proceeds in excess of the Casualty Event Threshold (x) are expected to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed (including, without limitation, pursuant to any letter of intent) to be so reinvested, in each case, no later than 18 months (or within 24 months following receipt thereof if such event, contractual commitment to reinvest has been entered into within 12 18 months after following receipt thereof) following the date of receipt of such proceeds (provided, that, in each case, for the avoidance of doubt, no specific assets need be identified by the Borrower) or (y) such Excess Net Cash Proceeds shall be deemed to have been reinvested in assets used or useful in the business of any Group Member (orincluding pursuant to a Permitted Acquisition, Investment or Capital Expenditure) pursuant to any such investment occurring in the ninety (90) days preceding such date); and (ii) if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is contractually committed (including, without limitation, pursuant to any letter of intent) within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied so reinvested within such 24 month period but is not so applied actually reinvested within 18 24 months following of the receipt of the Net Cash Proceeds related thereto, such Net Proceeds, unused portion shall be applied within ten (10) Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than three Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company its Subsidiaries, Borrowers shall make prepayments in respect of any Casualty Event, the Borrower shall accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Event of Default shall then exist and be continuing or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that in the event such Net Cash Proceeds shall not exceed $5.0 million, Holdings shall have delivered an Officers’ Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other assets used or useful in the Net Proceeds from such eventbusiness of Borrowers and their respective Subsidiaries, within 12 months after no later than 365 days following the date of receipt of such Net Proceeds proceeds; provided that (or, x) if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is not so reinvested within such 12365-month day period, within 18 months following such unused portion shall be applied on the receipt last day of such Net Proceedsperiod as a mandatory prepayment as provided in this Section 2.10(f), to repair, restore or replace (y) if the property with respect subject to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in Casualty Event constituted Collateral under the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartySecurity Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12 and (z) if Holdings and its Subsidiaries shall, prior to the receipt of Net Cash Proceeds from any Casualty Event, expend funds to repair, replace or restore any property affected by such Casualty Event (and shall have delivered to the Administrative Agent an Officers’ Certificate to that effect), to the extent not in excess of the funds so expended, any Net Cash Proceeds received in respect of such Net Proceeds Casualty Event shall not be required to be applied to prepayment or reinvestment pursuant to this Section 2.10(f) (or but such funds so expended shall count toward the $5.0 million limitation set forth in this paragraph); and (ii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by Parent, U.S. Borrower or on behalf any of its U.S. Subsidiaries, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with SECTIONS 2.10(h), (i) and (j); and not later than one Business Day following the receipt of any Wireline Company Net Cash Proceeds from a Casualty Event by Canadian Borrower or any Canadian Subsidiary, the Borrowers, shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with SECTIONS 2.10(h), (i) and (j); PROVIDED, in each case, that: (i) so long as no Default shall then exist or arise therefrom, no Offer to Redeem shall be required on such date to the extent that U.S. Borrower shall have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to which such Net Proceeds; provided thatCash Proceeds were paid or to invest in other fixed or capital assets, if no later than 365 days (ior such longer period as may be approved by the Administrative Agent) following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, proceeds; PROVIDED that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Docu- ments in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with SECTIONS 5.10 and 5.11; (ii) all or a Net Cash Proceeds in respect of all Casualty Events in excess of $10.0 million in the aggregate shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of ARTICLE IX; and (iii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month period day (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month or longer) period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in to make an amount equal Offer to (A) Redeem on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas provided in this SECTION 2.10(f).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by Parent, U.S. Borrower or on behalf any of its U.S. Subsidiaries, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with SECTIONS 2.10(h), (i) and (j); and not later than one Business Day following the receipt of any Wireline Company Net Cash Proceeds from a Casualty Event by Canadian Borrower or any Canadian Subsidiary, the Borrowers, shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with SECTIONS 2.10(h), (i) and (j); PROVIDED, in each case, that: (i) so long as no Default shall then exist or arise therefrom, no Offer to Redeem shall be required on such date to the extent that U.S. Borrower shall have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of any Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to which such Net Proceeds; provided thatCash Proceeds were paid or to invest in other fixed or capital assets, if no later than 365 days (ior such longer period as may be approved by the Administrative Agent) following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, proceeds; PROVIDED that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with SECTIONS 5.10 and 5.11; (ii) all or a Net Cash Proceeds in respect of all Casualty Events in excess of $10.0 million in the aggregate shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of ARTICLE IX; and (iii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month period day (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month or longer) period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in to make an amount equal Offer to (A) Redeem on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas provided in this SECTION 2.10(f).

Casualty Events. Within Not later than five (5) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by the Borrower or on behalf any of its Subsidiaries in excess of $5,000,000 in any Wireline Company in respect of any Casualty Eventfiscal year, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings make prepayments in an aggregate amount equal to 100% of such Net Cash Proceeds; provided thatthat so long as no Default shall have occurred and be continuing or arise therefrom, if such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds (i) the Wireline Companies intend to apply all or a portion thereof), in the good faith judgment of senior management of the Borrower, are intended to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds from such eventwere paid or to reinvest in other assets useful for the business of the Borrower or any other Loan Party, within no later than 12 months after following the date of receipt of such Net Proceeds (orproceeds; provided further, that if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if committed to be reinvested within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount 180 days of such Net Proceeds that have not been so applied by the end of such 12-month period) or if at any time prior thereto senior management of the Borrower determines that any such any such Net Cash Proceeds are no longer intended or cannot be so reinvested, such unused portion shall be applied on the last day of such period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt date of such determination as a mandatory prepayment as provided in this Section 2.11(e); provided still further, that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net ProceedsCash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the amount benefit of such Net Proceeds not so appliedthe other Secured Parties in accordance with Section 5.10.

Casualty Events. Within Not later than five Business Days after any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, following the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if received by the Collateral Agent, notice to Borrower of such receipt) of any Net Cash Proceeds from a Casualty Event, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $2.5 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used; or (B) in the event that such Net Cash Proceeds exceed $2.5 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid no later than 180 days following the date of receipt of such proceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; (ii) all such Net Cash Proceeds in excess of $7.5 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; (iii) if all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month 180 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment of principal of outstanding Revolving Loans as provided in this Section 2.10(f); and (oriv) in the event Collateral Agent receives any Net Cash Proceeds that would otherwise be from a Casualty Event except that such proceeds do not exceed $2.5 million, if the applicable Wireline Company has entered into a legally binding commitment to apply Collateral Agent will promptly deliver such Net Cash Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedBorrower.

Casualty Events. Within five Not later than two Business Days after following the receipt of any Net Cash Proceeds from a Casualty Event by any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall be less than $1,000,000, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are received reasonably expected to be used, or (B) in the event that such Net Cash Proceeds equal or exceed $1,000,000, the Required Lenders have elected by notice to Borrower on or on behalf of prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any Wireline Company property in respect of which such Net Cash Proceeds were paid or to reinvest in fixed or capital assets of any Company, no later than 180 days following the date of receipt of such proceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty EventEvent constituted Pledged Collateral, then all property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Section 2.10(j)Permitted Collateral Liens) prepay Term Borrowings of the applicable Collateral Documents in an aggregate amount equal to such Net Proceedsfavor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided that, and (ii) if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12180-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(i) and (j); provided that (i) no such prepayment shall be required under this clause (e) (A) with respect to any disposition of property which constitutes an Asset Sale, or (B) to the extent the aggregate amount of Net Cash Proceeds from all such Casualty Events, together with Asset Sales, do not exceed the Asset Sale/Casualty Event Threshold in any twelve month period; provided that, only such Excess Net Cash Proceeds shall subject to this Section 2.10(e)), (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds in excess of the Casualty Event Threshold are expected (x) to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 15 months (or within 21 months following receipt thereof if such contractual commitment to reinvest has been entered into within 15 months following receipt thereof) following the date of receipt of such proceeds; and (iii) if all or any portion of such Excess Net Cash Proceeds that are the subject of a notice delivered pursuant to clause (i) the Wireline Companies intend immediately above is neither reinvested nor contractually committed to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds be so reinvested within such 12-15 month period (or is not actually reinvested within such additional six (6) month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a such unused portion shall be applied within ten (10) Business Days after the last day of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into as a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptmandatory prepayment as provided in this Section 2.10(e), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Business Days after Upon the date (the “Insurance Date”) 30 days following the receipt by the Borrower or any of its Restricted Subsidiaries of the Net Available Proceeds of insurance, condemnation award or other compensation, in each case in excess of $2,000,000 (or its equivalent in other currencies, calculated as of the date such proceeds are received by or on behalf of any Wireline Company received) in respect of any Casualty Event, affecting (i) any Hydrocarbon Property of the Borrower or any Restricted Subsidiary or (ii) any Foreign Assets of the Borrower or any Restricted Subsidiary, the Borrower shall, or as applicable, shall cause the applicable Restricted Subsidiary to (subject in each case, only if required by the Administrative Agent to Section 2.10(jdo so) repay the Loans (and/or provide cash collateral for the Letter of Credit Liabilities as specified in clause (e) below), and if such Casualty Event or series of related Casualty Events shall result in the receipt by the Borrower or any of its Restricted Subsidiaries of Net Available Proceeds in excess of $2,000,000 (or its equivalent amount in other currencies, calculated as of the date such proceeds are received) prepay Term Borrowings in any Determination Period, the Majority Banks, based on their review of such Casualty Event, may reduce the Borrowing Base, such reduction in any event not to be in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion in excess of 100% of the Net Available Proceeds from such event, within 12 months after receipt of such Net Proceeds (orCasualty Event, if or such lesser amount as may be specified in a written notice from the applicable Wireline Company enters into a legally binding commitment Majority Banks, such prepayment and reduction to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired be effected in connection with such application (whether as replacement property or Replacement Assets) will be included each case in the Collateral at least manner and to the extent that the property to be replaced was included therein or specified in clause (e) of this Section 2.10. Nothing in this clause (b) shall be property deemed to limit any obligation of a Collateral Support Party, then no prepayment will be required the Borrower and any of its Restricted Subsidiaries pursuant to this subsection any of the Security Documents to remit to a collateral or similar account maintained by the Administrative Agent the proceeds of insurance, condemnation award or other compensation received in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedany Casualty Event.

Casualty Events. Within five Business Days after any Net Proceeds are received by or on behalf of the Company or any Wireline Company Restricted Subsidiary (other than an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary) in respect of any Casualty Event, the Borrower Company shall (subject to Section 2.10(j)) prepay Term Borrowings Loans in an aggregate amount equal to such Net Proceeds; provided that, if : (iA) a prepayment of Term Loans shall be required pursuant to this Section 2.09(d)(iii) only to the Wireline Companies intend extent that the aggregate Net Proceeds of all Casualty Events during the term of this Agreement not otherwise applied in the manner described in clause (B) or (C) of this proviso or applied to apply all prepay the Term Loans is equal to or a portion less than $15,000,000; (B) such Net Proceeds may be reinvested in the business of the Net Proceeds from such eventCompany or any of its Subsidiaries so long as, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore such reinvestment shall have been consummated or replace the property with respect to which Company or one or more of its Restricted Subsidiaries shall have entered into a definitive agreement for such Net Proceeds were received or to acquire Replacement Assetsapplication, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in shall have been consummated no later than 18 months after the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion receipt of such Net Proceeds, if applicablesuch reinvestment shall have been consummated (as certified by the Company in writing to the Agent); provided, provided that if all on or a portion of prior to such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following fifth Business Day after the receipt of such Net Proceeds, the amount Company shall have given written notice to the Agent of its intention to reinvest all or portion of such Net Proceeds in accordance with this Section 2.09(d)(iii)(B); and (C) any Net Proceeds not so appliedapplied by the conclusion of the 12th or 18th month, as the case may be, shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.09(d)(iii). Notwithstanding anything herein to the contrary, Net Proceeds in respect of a Casualty Event that are received by a Foreign Subsidiary shall not be required to be prepaid pursuant to this Section 2.09(d)(iii) to the extent that the repatriation of such Net Proceeds to fund such prepayment (x) is prohibited, restricted or delayed by applicable law or (y) would result in material adverse tax consequences; provided in the case of the foregoing clause (y) that each of the Company and the applicable Foreign Subsidiary shall use commercially reasonable efforts to eliminate such tax effects in its reasonable control in order to make such prepayment.

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received by from a Casualty Event, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(i) and (j); provided, however, that: (i) so long as no Default or Event of Default then exists or would arise therefrom, the Net Cash Proceeds thereof shall not be required to be so applied on behalf such date to the extent that Borrower has delivered an Officers' Certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used (A) to fund the acquisition or repair of property or the acquisition of 100% of the Equity Interests of any Wireline Company person that owns property used or usable in the business of Borrower and the Subsidiaries or (B) to repair, replace or restore the property in accordance with the provisions of this Agreement and the applicable Security Document in respect of any which such Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net ProceedsEvent has occurred; provided that, if in each case, the actions described in clauses (iA) and (B) above are commenced by Borrower within 360 days following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), Cash Proceeds and are diligently pursued to repair, restore or replace satisfactory completion to the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and extent practicable in the good faith estimate of Borrower, (ii) to the extent such Casualty Event affects any of the Collateral, all property acquired to effect any repair, replacement or restoration of such Collateral shall be made subject to the Lien of the Security Documents in connection accordance with the provisions of Section 5.11, (iii) all such application (whether as replacement property or Replacement Assets) will Net Cash Proceeds in excess of $10.0 million in the aggregate for all such Casualty Events shall be included held in the Collateral at least to Account and released therefrom only in accordance with the extent that the property to be replaced was included therein terms of Article IX, and (iv) if all or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12360-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than fifteen (15) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by any Credit Party (other than with respect to a Casualty Event involving all or on behalf any portion of any Wireline Company in respect of any Casualty Eventthe Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156), the Borrower Company shall make a written offer to each Holder (subject by delivering such offer to Section 2.10(j)the Trustee who shall at the expense of the Company (x) prepay Term Borrowings in promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided thatthat no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(c) with respect to any Disposition of Property which constitutes a Casualty Event resulting in no more than $250,000 in Net Cash Proceeds per Casualty Event to the extent that the aggregate amount of Net Cash Proceeds from such Casualty Events does not exceed $500,000 in any fiscal year; provided, if further: (i) the Wireline Companies intend other than with respect to apply a Casualty Event involving all or a any portion of the Net Proceeds from Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000, so long as no Default or Event of Default shall then exist or arise therefrom, such eventproceeds shall not be required to be so offered on such date to the extent that the Company shall, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), have delivered a certificate to repairthe Trustee within fifteen (15) Business Days stating that such proceeds are expected to be applied to the costs of replacement or repair of the properties or assets that are the subject of such Casualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, restore including through Acquisitions permitted hereunder and, in each case, otherwise in compliance with the terms of this Indenture no later than one (1) year after receipt of the Net Cash Proceeds from such Casualty Event provided that, if the Property subject to the Casualty Event constitutes Collateral under any Security Document, then the replacement properties and assets and/or such other assets so purchased or replace constructed shall constitute Collateral subject to the property Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the other Secured Parties in accordance with respect to which such Net Proceeds were received or to acquire Replacement AssetsSections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder, provided further that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (iix) any property acquired six (6) months of the date of such commitment and (y) the end of such one-year period, the Company shall offer to redeem the Obligations in connection accordance with this Section 3.14(c)(i) in accordance with the procedures outlined above without giving further effect to such application reinvestment right (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or Holders have accepted the redemption offer); and (ii) For the avoidance of doubt, the Company shall be property excused from making an offer to redeem the Obligations under Section 3.14(c)(i) to the extent that it has delivered written notice to the Trustee within fifteen (15) Business Days of a Collateral Support Party, then no prepayment will be required receipt of Net Cash Proceeds from such Disposition stating its intention to reinvest the Net Cash Proceeds as set forth in such Section 3.14(c)(i) (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee) provided that (i) the Company is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 3.14(c)(i) hereof and (ii) this subsection sentence shall not be construed to limit the Company’s obligation to offer to prepay the Obligations to the extent that the Company fails to invest the applicable Net Cash Proceeds within the time periods set forth in respect of such Net Proceeds Section 3.14(c)(i). (iii) If all or the any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 is subject to a Casualty Event, within fifteen (15) Business Days after the Net Cash Proceeds from such Net ProceedsCasualty Event are received, if applicable); provided, that if all or the Company shall make a portion written offer to each Holder (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such Net Proceeds have not been so applied within offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such 12-month period (or, if notice to the applicable Wireline Company has entered into a legally binding commitment Holders) to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to 100% of such Net Cash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (A30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(c)(iii) with respect to such Casualty Events which do not exceed, in the aggregate, a fair market value of $5,000,000 through the Maturity Date. Any of such Net Cash Proceeds that are not so applied to the Obligations in accordance with this Section 3.14(c)(iii) shall be invested, reinvested or applied to the costs of replacement of the properties or assets that are the subject of such Casualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties provided that if the Property subject to the Casualty Event constitutes Collateral under any Security Document, then all of such replacement properties or assets or other assets shall constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41. (iv) Each written offer to redeem the Obligations delivered to Holders in accordance with Section 3.14(c) shall specify the section of this Indenture pursuant to which the redemption shall occur, the proposed redemption date, the Principal Amount of the Obligations to be redeemed and the amount of accrued interest due in connection therewith. Each redemption of any or all of the Obligations shall be applied according to Section 3.14(e). Redemptions shall be accompanied by accrued and unpaid interest to, but not including, the redemption date. If any Holder accepts such Net Proceeds that have not been so applied by offer, subject to Section 3.14(e) hereof, the end Credit Parties shall pay to the Trustee, for the benefit of such 12-month Holders, such Holder’s Pro Rata Share of the aggregate redemption price offered to Holders within one (1) Business Day after the thirty (30) day period after such Holder receives the offer from the Company or the Trustee, as applicable, and each such redemption shall be accompanied by a written notice to the Trustee specifying the provision pursuant to which the redemption is being made and the amount of principal and interest being paid. (Bv) if Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Security Agreement) set forth in the Security Agreement, promptly upon delivering notice to the Trustee (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and each Holder) stating its intention to invest or reinvest the Net Cash Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt from a Casualty Event, all of such Net ProceedsCash Proceeds to be invested or reinvested pursuant Section 3.14(c) shall be remitted to a Deposit Account that constitutes a Collateral Account until such amounts are so invested or reinvested. (vi) All offers to redeem the Obligations under this Section 3.14(c) shall be made on a pro rata basis based upon each Holder’s Pro Rata Share (with respect to Global Notes, such offers will be made pursuant to the amount of such Net Proceeds not so appliedApplicable Procedures that most nearly approximate a pro rata selection).

Casualty Events. Within five Subject to the Financing Orders, not later than one (1) Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventBorrower, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments of the Loans, if any are then outstanding, and comply with Section 2.10(h) and (i); provided thatthat no such prepayment shall be required under this Section 2.10(f) with respect to any disposition of property which constitutes a Casualty Event resulting in no more than $100,000 in Net Cash Proceeds per Casualty Event and less than $500,000 in Net Cash Proceeds from Casualty Events in any fiscal year; provided, if further: (i) the Wireline Companies intend so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to apply all or a portion of the Net Proceeds from be so applied on such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least date to the extent that the property Borrower shall have delivered a certificate to the Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used to purchase replacement assets or shall be repair such assets and, in each case, otherwise in compliance with the terms of the Agreement no later than 365 days following the date of receipt of the entire amount of such proceeds; provided that if the property of a subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection in respect of such Net Proceeds (shall be made subject to the Lien granted pursuant to the Financing Orders or the Security Documents in favor of the Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Restricted Subsidiaries, the Borrower shall make prepayments without premium or penalty in accordance with Sections 2.10(g) and (subject to Section 2.10(j)h) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) no such prepayment shall be required under this Section 2.10(e) with respect to any Casualty Event (x) to the Wireline Companies intend extent such Casualty Event (together with any related Casualty Events) result in Net Cash Proceeds of $1,000,000 or less or (y) with respect to apply an asset of any Foreign Restricted Subsidiary to the extent that (A) the Net Cash Proceeds of all or a portion such Casualty Events of all Foreign Restricted Subsidiaries together with the Net Cash Proceeds of Asset Sales described in Section 2.10(c)(i)(C)(1) do not exceed $20,000,000 in the aggregate during the term of this Agreement, (B) local Requirements of Law prohibit such Foreign Restricted Subsidiary from making payment of the Net Cash Proceeds from of such eventCasualty Event to the Loan Parties, whether through the repayment of intercompany loans, dividends or otherwise (provided that to the extent any such Requirements of Law permit such payments at a later time, such prepayment shall be required within five Business Days thereafter) or (C) Borrower determines in good faith that repatriation to the United States of any such Net Cash Proceeds of a Casualty Event of a Foreign Restricted Subsidiary would have a material adverse tax consequence with respect to such funds (provided that if such funds are so repatriated by such Foreign Restricted Subsidiary, such repatriated funds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment pursuant to Section 2.10(g)); (ii) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to be reinvested in other fixed or capital assets to be used in Borrower’s business, or committed to be so used or reinvested, no later than 12 months after following the date of receipt of such Net Proceeds (or, proceeds; provided that if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Proceeds proceeds is not so used or reinvested within such 12-month period (or if the Loan Parties have entered into binding contractual commitments for reinvestment within such 12-month period, not so used or reinvested within 18 months following the receipt date of such Net ProceedsCasualty Event), to repairsuch unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(e); provided, restore or replace further, that if the property with respect subject to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in Casualty Event constituted Collateral under the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support PartySecurity Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (or the iii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12-month period (or, or if the applicable Wireline Company has Loan Parties have entered into a legally binding commitment to apply contractual commitments for such Net Proceeds application within such 12-month period, but has shall not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the date of receipt of such Net Proceedsproceeds), such unused portion shall be applied on the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(i) and (j); provided that (i) no such prepayment shall be required under this clause (e) (A) with respect to any disposition of property which constitutes an Asset Sale, or (B) to the extent the aggregate amount of Net Cash Proceeds from all such Casualty Events, together with Asset Sales, do not exceed the Asset Sale/Casualty Event Threshold in any twelve month period; provided that, only such Excess Net Cash Proceeds shall subject to this Section 2.10(e)), (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds in excess of the Casualty Event Threshold are expected (x) to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 15 months (or within 21 months following receipt thereof if such contractual commitment to reinvest has been entered into within 15 months following receipt thereof) following the date of receipt of such proceeds; and (iii) if all or any portion of such Excess Net Cash Proceeds that are the subject of a notice delivered pursuant to clause (i) the Wireline Companies intend immediately above is neither reinvested nor contractually committed to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds be so reinvested within such 12-15 month period (or is not actually reinvested within such additional six (6) month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 1280 US-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.DOCS\133960081.2

Casualty Events. Within five Not later than seven Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(e) and (subject to Section 2.10(j)f) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from no such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property payment shall be required under this Section 2.10(d) with respect to which such any Casualty Event (or series of related Casualty Events) resulting in $20.0 million or less in Net Proceeds were received or to acquire Replacement Assets, and Cash Proceeds; (ii) any property acquired in connection with so long as no Default shall then exist or arise therefrom, such application (whether as replacement property or Replacement Assets) will proceeds shall not be included in the Collateral at least required to be so applied on such date to the extent that the property Ultimate General Partner shall have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 360 days following the date of receipt of such proceeds; provided that so long as construction or other work to so replace, repair or restore has commenced within such 360-day period but has not been completed (and can reasonably be expected to be completed pursuant to a written contract to be completed within 540 days of receipt), any such remaining proceeds shall continue to not be required to be so applied so long as they are used to repay any outstanding Revolving Loans; provided further that if the property of a subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (or the iii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12360-month day period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12or 540-month day period, but has not applied such Net Proceeds within 18 months following such receiptas applicable), a prepayment will such unused portion shall be required at that time in an amount equal to (A) applied on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(d).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds from a Casualty Event by any Company, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall be less than $250,000, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are received expected to be used, or (B) in the event that such Net Cash Proceeds equal or exceed $250,000, the Administrative Agent has elected by notice to Borrower on or on behalf of prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any Wireline Company property in respect of any which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 180 days following the date of receipt of such proceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty EventEvent constituted Collateral, then all property purchased or otherwise acquired with the Borrower Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the second priority perfected Lien (subject to Section 2.10(j)Permitted Liens) prepay Term Borrowings of the applicable Security Documents in an aggregate amount equal to favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.12 and 5.13; and (ii) if all or any portion of such Net Proceeds; Cash Proceeds shall not be so applied or committed to be so applied within such 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided thatin this Section 2.10(f). Notwithstanding the foregoing, if (i) the Wireline Companies intend to apply all or a portion of the Net Cash Proceeds from a Casualty Event shall not be required to be applied to make prepayments in accordance with this Section 2.10(f) to the extent such eventNet Cash Proceeds are required to be paid, and are paid within 12 months after 90 days following receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), to repairany Seller in accordance with Section 9.2(c) of the Specialty Pharma Acquisition Agreement or Section 9.5(b) of the New England Acquisition Agreement, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assetsas applicable, and (ii) any property acquired in connection with such application (whether each case as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Partyeffect on September 19, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied2006.

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(g) and (subject to Section 2.10(j)h) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Borrower shall have delivered an Officer’s Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days following the Net Proceeds from such event, within 12 months after date of receipt of such Net Proceeds (proceeds or, so long as Borrower is diligently pursuing efforts to repair, replace or restore such property, no later than such later date as may be reasonably necessary to permit the repair, replacement or restoration such property; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12365-month day period, or within such later period as may be permitted pursuant to clause (ori) above, or if Borrower has abandoned efforts to repair, replace or restore the applicable Wireline Company has entered into a legally binding commitment to apply property in respect of which such Net Cash Proceeds within were paid, such 12-month period, but has not unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within Not later than five Business Days after any Net Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty Event, following the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if received by the Collateral Agent, notice to Borrower Agent of such receipt) of any Net Cash Proceeds from a Casualty Event, Basic shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that: (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $1.0 million, Basic shall have delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used; or (B) in the event that such Net Cash Proceeds exceed $1.0 million, the Administrative Agent has elected by notice to Basic on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid no later than 180 days following the date of receipt of such proceeds (which Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; (ii) all such Net Cash Proceeds in excess of $5.0 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; (iii) if all or a any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month 180 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment of principal of outstanding Term B Loans as provided in this Section 2.10(f); and (oriv) in the event Collateral Agent receives any Net Cash Proceeds that would otherwise be from a Casualty Event except that such proceeds do not exceed $1.0 million, if the applicable Wireline Company has entered into a legally binding commitment to apply Collateral Agent will promptly deliver such Net Cash Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedBorrower Agent.

Casualty Events. Within five Not later than ten Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that, if (i) such Net Cash Proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that (A) (x) the Net Cash Proceeds of a Casualty Event do not exceed the greater of $5,700,000 and 5.0% of Consolidated EBITDA for the most recently ended Test Period per Casualty Event or (y) in respect of Net Cash Proceeds not in excess of $11,400,000 and 10% of Consolidated EBITDA for the most recently ended Test Period in any twelve month period (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, the Borrower shall have notified the Administrative Agent on or prior to apply all or a portion such date stating that such proceeds in excess of the Casualty Event Threshold (x) are expected to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed (including, without limitation, pursuant to any letter of intent) to be so reinvested, in each case, no later than 12 months (or within 18 months following receipt thereof if such eventcontractual commitment (including, without limitation, pursuant to any letter of intent) to reinvest has been entered into within 12 months after following receipt thereof) following the date of receipt of such proceeds (provided, that, in each case, no specific assets need be identified at the time such notice is provided in accordance with this clause (i)) or (y) such Excess Net Cash Proceeds shall be deemed to have been reinvested in assets used or useful in the business of any Group Member (orincluding pursuant to a Permitted Acquisition, Investment or Capital Expenditure) pursuant to any such investment occurring in the 90 days preceding such date); and (ii) if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is contractually committed (including, without limitation, pursuant to any letter of intent) within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-12 month period to be applied so reinvested within such 18 month period but is not so applied actually reinvested within 18 months following of the receipt of the Net Cash Proceeds related thereto, such Net Proceeds, unused portion shall be applied within ten Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).

Casualty Events. Within five Business Days after Immediately upon the receipt by any Loan Party or Subsidiary thereof of the Net Cash Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty EventEvent or series of related Casualty Events affecting any property of any Loan Party, the Borrower shall (subject prepay, or cause such other Loan Party or Subsidiary thereof to Section 2.10(j)) prepay Term Borrowings prepay, Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Net ProceedsCasualty Event(s); provided that, if so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower shall not be required to prepay the Obligations with such Net Cash Proceeds: (i) to the Wireline Companies intend extent such Net Cash Proceeds, together with all other such Net Cash Proceeds for Casualty Event(s), does not exceeds $5,000,000 in the aggregate for such fiscal year or (ii) such Net Cash Proceeds are used for repairs to apply all or a portion replacements of the Net Proceeds from property subject to such event, within 12 months after receipt of Casualty Event or reinvested in productive assets (other than inventory unless such Net Cash Proceeds (or, if the applicable Wireline Company enters into result from a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property Casualty Event with respect to which such Net Proceeds were received inventory) of a kind then used or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included usable in the Collateral at least business of any Loan Party or such Subsidiary, within one (1) year of the receipt thereof. All such proceeds shall be paid and applied in accordance with Section 2.13(h). Notwithstanding anything herein to the extent that the property contrary, no such mandatory prepayment shall constitute or be deemed to be replaced was included therein constitute a cure of any Default or shall be property Event of Default arising as a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect result of such Net Proceeds (or the portion of Casualty Event(s) giving rise to such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedobligation.

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received by from a Casualty Event, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(i) and (j); provided, however, that: (i) so long as no Default or Event of Default then exists or would arise therefrom, the Net Cash Proceeds thereof shall not be required to be so applied on behalf such date to the extent that Borrower has delivered an Officers' Certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used (a) to fund the acquisition or repair of property or the acquisition of 100% of the Equity Interests of any Wireline Company person that owns property used or usable in the business of Borrower and the Subsidiaries or (B) to repair, replace or restore the property in accordance with the provisions of this Agreement and the applicable Security Document in respect of any which such Casualty Event, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in an aggregate amount equal to such Net ProceedsEvent has occurred; provided that, if in each case, the actions described in clauses (iA) and (B) above are commenced by Borrower within 360 days following the Wireline Companies intend to apply all or a portion date of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), Cash Proceeds and are diligently pursued to repair, restore or replace satisfactory completion to the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and extent practicable in the good faith estimate of Borrower, (ii) to the extent such Casualty Event affects any of the Collateral, all property acquired to effect any repair, replacement or restoration of such Collateral shall be made subject to the Lien of the Security Documents in connection accordance with the provisions of Section 5.11, (iii) all such application (whether as replacement property or Replacement Assets) will Net Cash Proceeds in excess of $10.0 million in the aggregate for all such Casualty Events shall be included held in the Collateral at least to Account and released therefrom only in accordance with the extent that the property to be replaced was included therein terms of Article IX, and (iv) if all or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12360-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Business Days after Promptly, but in any event not later than thirty days following the receipt of any Net Cash Proceeds are from a Casualty Event, the Borrowers shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances), to apply an amount equal to 100% of the Net Cash Proceeds received by or on behalf of any Wireline Company with respect thereto to make prepayments in accordance with Sections 2.10(i); provided, that: (i) no such prepayment shall be required with respect of to any Casualty Event, in the Borrower event the aggregate Net Cash Proceeds received after the Restatement Date in respect from all Casualty Events shall not exceed $5.0 million; and (ii) subject to Section 2.10(j)2.10(g) prepay Term Borrowings in an aggregate amount equal to and so long as no Default shall then exist or would arise therefrom, such Net Proceeds; provided that, if (i) the Wireline Companies intend Cash Proceeds shall not be required to apply all or a portion of the Net Proceeds from be so applied on such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least date to the extent that the property Administrative Borrower shall have provided notice to the Administrative Agent and the Collateral Agent on or prior to such date stating that the Borrowers intend to use such Net Cash Proceeds to purchase assets to be replaced was included therein used by the Loan Parties in any Permitted Business or to repair, replace or restore any Property the subject of a Casualty Event no later than 270 days following the date of receipt of such proceeds; provided, that (A) if all or any portion of such Net Cash Proceeds shall not be utilized to purchase such assets or to repair, replace or restore such Property within such 270-day period, such unused portion shall be property of applied as a mandatory prepayment as provided in Section 2.10(i) and (B) if the Property subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection in respect shall be made subject to the Lien of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month periodSecurity Documents in favor of the Collateral Agent, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time for its benefit and for the benefit of the other Secured Parties in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedaccordance with Sections 5.11 and 5.12.

Casualty Events. Within five Business Days after Immediately upon the receipt by any Loan Party or Subsidiary thereof of the Net Cash Proceeds are received by or on behalf of any Wireline Company in respect of any Casualty EventEvent or series of related Casualty Events affecting any property of any Loan Party, the Borrower shall (subject prepay, or cause such other Loan Party or Subsidiary thereof to Section 2.10(j)) prepay Term Borrowings prepay, Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Net ProceedsCasualty Event(s); provided that, if so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower shall not be required to prepay the Obligations with such Net Cash Proceeds: (i) to the Wireline Companies intend extent such Net Cash Proceeds, together with all other such Net Cash Proceeds for Casualty Event(s), does not exceeds $5,000,000 in the aggregate for such fiscal year; or (ii) such Net Cash Proceeds are used for repairs to apply all or a portion replacements of the Net Proceeds from property subject to such event, within 12 months after receipt of Casualty Event or reinvested in productive assets (other than inventory unless such Net Cash Proceeds (or, if the applicable Wireline Company enters into result from a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property Casualty Event with respect to which inventory) of a kind then used or usable in the business of any Loan Party or such Net Proceeds were received or to acquire Replacement AssetsSubsidiary, within one (1) year of the receipt thereof. All such proceeds shall be paid and applied in accordance with Sections 2.13(g) and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least h). Notwithstanding anything herein to the extent that the property contrary, no such mandatory prepayment shall constitute or be deemed to be replaced was included therein constitute a cure of any Default or shall be property Event of Default arising as a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect result of such Net Proceeds (or the portion of Casualty Event(s) giving rise to such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedobligation.

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Holdings or on behalf any of any Wireline Company in respect of any Casualty Eventits Restricted Subsidiaries, the Borrower Borrowers shall (subject make or cause to Section 2.10(j)be made prepayments in accordance with Sections 2.12(g) prepay Term Borrowings and 2.12(h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that Holdings shall have delivered an Officers’ Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets used or useful in the Net Proceeds from such event, within 12 business of Holdings or any of its Restricted Subsidiaries no later than 15 months after following the date of receipt of such Net Proceeds (or, proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Security Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 1215-month period (unless, during such 15-month period, within Holdings or the applicable Restricted Subsidiary has entered into an agreement committing to so reinvest such Net Cash Proceeds not later than the date that is 18 months following the date of receipt of such Net Proceedsproceeds), to repairsuch unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.12(e) (and, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least case of Net Cash Proceeds so committed to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.be

Casualty Events. Within five Subject to Section 2.10(k), not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by Parent, the Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall (subject make an Offer to Section 2.10(j)) prepay Term Redeem the maximum principal amount of Borrowings in that may be redeemed by applying an aggregate amount equal to 100% of such Net Proceeds; provided thatCash Proceeds to make redemptions in accordance with Sections 2.10(h), if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (iij); provided, in each case, that: (i) any property acquired in connection with so long as no Default shall then exist or arise therefrom, no Offer to Redeem shall be required on such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least date to the extent that the property Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used to repair, replace or shall restore any property in respect of which such Net Cash Proceeds were paid or to invest in other fixed or capital assets, no later than 365 days (or such longer period as may be approved by the Administrative Agent) following the date of receipt of such proceeds; provided that if the property of a subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (ii) all Net Cash Proceeds in respect of such Net Proceeds all Casualty Events in excess of $15.0 million in the aggregate shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of Article IX; and (or the iii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period day (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month or longer) period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in to make an amount equal Offer to (A) Redeem on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas provided in this Section 2.10(e).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Proceeds are received Cash Pro- ceeds from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventHoldings, the Parent Borrower or any of the other Restricted Subsidiaries, the Bor- rowers shall make prepayments in accordance with Sections 2.08(g) and (subject to Section 2.10(j)h) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) the Wireline Companies intend so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to apply all or a portion of the Net Proceeds from be so applied on such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least date to the extent that the property Parent Borrower shall have determined that such proceeds are expected to be replaced was included therein used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in assets useful for its business, no later than 24 months follow- ing the date of receipt of such proceeds (provided that, if such proceeds exceed $2.5 million, the Parent Borrower shall be have delivered an Officers’ Certificate to the Administrative Agent on or prior to such fifth Business Day setting forth such determination); provided that if the property subject to such Casualty Event constituted Collateral under the Security Instruments, then all Property (to the extent of a Collateral Support Party, then no prepayment will be required type that would otherwise constitute Collateral) purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Instruments in respect favor of such Net Proceeds the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 8.05 and 8.09 (or but subject to the limitations on perfection set forth therein); and (ii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (orday pe- riod, if such unused portion shall be applied on the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as pro- vided in this Section 2.08(e).

Casualty Events. Within five Not later than one Business Days after Day following the receipt of any Net Cash Proceeds are received by from a Casualty Event of Parent or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower Parent shall (subject to the provisions of clause (vii) below) cash collateralize the Uncovered LC Facility Letter of Credit Amount in accordance with Section 2.10(j)2.6(k) prepay Term Borrowings in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that: (1) so long as no Default shall then exist or arise therefrom, if such proceeds shall not be required to be so applied on such date to the extent that (iA) in the Wireline Companies intend event such Net Cash Proceeds shall not exceed $5.0 million, Parent shall have delivered an Officers’ Certificate to apply all the LC Facility Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the LC Facility Administrative Agent has elected by notice to Parent on or prior to the date of the Net Proceeds from such event, within 12 months after receipt of such Net Cash Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of require such Net Cash Proceeds within such 12-month periodto be used, within 18 months following the receipt of such Net Proceeds)in each case, to repair, replace or restore or replace the any property with in respect to of which such Net Cash Proceeds were received or to acquire Replacement Assetsreinvest in other fixed or capital assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in no later than 365 days following the Collateral at least to the extent that the property to be replaced was included therein or shall be property date of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect receipt of such Net Cash Proceeds; provided that if the property subject to such Casualty Event constituted Non-Accounts Collateral, then all property purchased with the Net Cash Proceeds thereof shall be Non-Accounts Collateral; and (or the 2) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following cash collateralize the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedUncovered LC Facility LC Amount.

Casualty Events. Within five Not later than one (1) Business Days after Day following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Sections 2.09(h) and (i); provided thatthat no such prepayment shall be required under this Section 2.09(f) with respect to any disposition of property which constitutes a Casualty Event resulting in no more than $100,000 in Net Cash Proceeds per Casualty Event and less than $500,000 in Net Cash Proceeds from Casualty Events in any fiscal year; provided, if further: (i) the Wireline Companies intend so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to apply all or a portion of the Net Proceeds from be so applied on such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least date to the extent that the property Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be replaced was included therein used to purchase replacement assets or shall be repair such assets and, in each case, otherwise in compliance with the terms of the Agreement no later than 365 days following the date of receipt of the entire amount of such proceeds; provided that if the property of a subject to such Casualty Event constituted Collateral Support Partyunder the Security Documents, then no prepayment will be required all property purchased with the Net Cash Proceeds thereof pursuant to this subsection in respect of such Net Proceeds (shall be made subject to the Lien granted pursuant to the Financing Orders or the Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Cash Proceeds have shall not been be so applied within such 12365-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month day period, but has not such unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.09(f).

Casualty Events. Within five Business Days after Upon the date (the “Insurance Date”) 30 days following the receipt by the Borrower or any of its Restricted Subsidiaries of the Net Available Proceeds of insurance, condemnation award or other compensation, in each case in excess of $2,000,000 (or its equivalent in other currencies, calculated as of the date such proceeds are received by or on behalf of any Wireline Company received) in respect of any Casualty Event, affecting (i) any Hydrocarbon Property of the Borrower or any Restricted Subsidiary or (ii) any Foreign Assets of the Borrower or any Restricted Subsidiary, the Borrower shall, or as applicable, shall cause the applicable Restricted Subsidiary to (subject in each case, only if required by the Administrative Agent to Section 2.10(jdo so) repay the Loans to the extent of such Net Available Proceeds (and/or provide cash collateral for the Letter of Credit Liabilities as specified in clause (e) below), and if such Casualty Event or series of related Casualty Events shall result in the receipt by the Borrower or any of its Restricted Subsidiaries of Net Available Proceeds in excess of $2,000,000 (or its equivalent amount in other currencies, calculated as of the date such proceeds are received) prepay Term Borrowings in any Determination Period, the Majority Banks, based on their review of such Casualty Event, may reduce the Borrowing Base, such reduction in any event not to be in an aggregate amount equal to such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion in excess of 100% of the Net Available Proceeds from such event, within 12 months after receipt of such Net Proceeds (orCasualty Event, if or such lesser amount as may be specified in a written notice from the applicable Wireline Company enters into a legally binding commitment Majority Banks, such prepayment and reduction to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired be effected in connection with such application (whether as replacement property or Replacement Assets) will be included each case in the Collateral at least manner and to the extent that the property to be replaced was included therein or specified in clause (e) of this Section 2.10. Nothing in this clause (b) shall be property deemed to limit any obligation of a Collateral Support Party, then no prepayment will be required the Borrower and any of its Restricted Subsidiaries pursuant to this subsection any of the Security Documents to remit to a collateral or similar account maintained by the Administrative Agent the proceeds of insurance, condemnation award or other compensation received in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedany Casualty Event.

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(i) and (j); provided that (i) no such prepayment shall be required under this clause (e) (A) with respect to any disposition of property which constitutes an Asset Sale, or (B) to the extent the aggregate amount of Net Cash Proceeds from all such Casualty Events, together with Asset Sales, do not exceed the Asset Sale/Casualty Event Threshold; provided that, only such Excess Net Cash Proceeds shall subject to this Section 2.10(e)), (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds in excess of the Asset Sale/Casualty Event Threshold are expected (x) to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 15 months (or within 21 months following receipt thereof if such contractual commitment to reinvest has been entered into within 15 months following receipt thereof) following the date of receipt of such proceeds; and (iii) if all or any portion of such Excess Net Cash Proceeds that are the subject of a notice delivered pursuant to clause (i) the Wireline Companies intend immediately above is neither reinvested nor contractually committed to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds be so reinvested within such 12-15 month period (or is not actually reinvested within such additional six (6) month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a such unused portion shall be applied within ten (10) Business Days after the last day of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into as a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receiptmandatory prepayment as provided in this Section 2.10(e), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so applied.

Casualty Events. Within five Not later than fifteen (15) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by any Credit Party (other than with respect to a Casualty Event involving all or on behalf any portion of any Wireline Company in respect of any Casualty Eventthe Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 56156), the Borrower Company shall make a written offer to each Holder (subject by delivering such offer to Section 2.10(j)the Trustee who shall at the expense of the Company (x) prepay Term Borrowings in promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided thatthat no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(c) with respect to any Disposition of Property which constitutes a Casualty Event resulting in no more than $250,000 in Net Cash Proceeds per Casualty Event to the extent that the aggregate amount of Net Cash Proceeds from such Casualty Events does not exceed $500,000 in any fiscal year; provided, if further: (i) the Wireline Companies intend other than with respect to apply a Casualty Event involving all or a any portion of the Net Proceeds from Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000, so long as no Default or Event of Default shall then exist or arise therefrom, such eventproceeds shall not be required to be so offered on such date to the extent that the Company shall, within 12 months after receipt of such Net Proceeds (or, if the applicable Wireline Company enters into a legally binding commitment to apply all or a portion of such Net Proceeds within such 12-month period, within 18 months following the receipt of such Net Cash Proceeds), have delivered a certificate to repairthe Trustee within fifteen (15) Business Days stating that such proceeds are expected to be applied to the costs of replacement or repair of the properties or assets that are the subject of such Casualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, restore including through Acquisitions permitted hereunder and, in each case, otherwise in compliance with the terms of this Indenture no later than one (1) year after receipt of the Net Cash Proceeds from such Casualty Event provided that, if the Property subject to the Casualty Event constitutes Collateral under any Security Document, then the replacement properties and assets and/or such other assets so purchased or replace constructed shall constitute Collateral subject to the property Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the other Secured Parties in accordance with respect to which such Net Proceeds were received or to acquire Replacement AssetsSections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder, provided further that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (iix) any property acquired six (6) months of the date of such commitment and (y) the end of such one-year period, the Company shall offer to redeem the Obligations in connection accordance with this Section 3.14(c)(i) in accordance with the procedures outlined above without giving further effect to such application reinvestment right (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or Holders have accepted the redemption offer); and (ii) For the avoidance of doubt, the Company shall be property excused from making an offer to redeem the Obligations under Section 3.14(c)(i) to the extent that it has delivered written notice to the Trustee within fifteen (15) Business Days of a Collateral Support Party, then no prepayment will be required receipt of Net Cash Proceeds from such Disposition stating its intention to reinvest the Net Cash Proceeds as set forth in such Section 3.14(c)(i) (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee) provided that (i) the Company is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 3.14(c)(i) hereof and (ii) this subsection sentence shall not be construed to limit the Company’s obligation to offer to prepay the Obligations to the extent that the Company fails to invest the applicable Net Cash Proceeds within the time periods set forth in respect of such Net Proceeds Section 3.14(c)(i). (iii) If all or the any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 is subject to a Casualty Event, within fifteen (15) Business Days after the Net Cash Proceeds from such Net ProceedsCasualty Event are received, if applicable); provided, that if all or the Company shall make a portion written offer to each Holder (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such Net Proceeds have not been so applied within offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such 12-month period (or, if notice to the applicable Wireline Company has entered into a legally binding commitment Holders) to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to 100% of such Net Cash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (A30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(c)(iii) with respect to such Casualty Events which do not exceed, in the aggregate, a fair market value of $5,000,000 through the Maturity Date. Any of such Net Cash Proceeds that are not so applied to the Obligations in accordance with this Section 3.14(c)(iii) shall be invested, reinvested or applied to the costs of replacement of the properties or assets that are the subject of such Casualty Event or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties provided that if the Property subject to the Casualty Event constitutes Collateral under any Security Document, then all of such replacement properties or assets or other assets shall constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41. (iv) Each written offer to redeem the Obligations delivered to Holders in accordance with Section 3.14(c) shall specify the section of this Indenture pursuant to which the redemption shall occur, the proposed redemption date, the Principal Amount of the Obligations to be redeemed and the amount of accrued interest due in connection therewith. Each redemption of any or all of the Obligations shall be applied according to Section 3.14(e). Redemptions shall be accompanied by accrued and unpaid interest to, but not including, the redemption date. If any Holder accepts such Net Proceeds that have not been so applied by offer, subject to Section 3.14(e) hereof, the end Credit Parties shall pay to the Trustee, for the benefit of such 12-month Holders, such Holder’s Pro Rata Share of the aggregate redemption price offered to Holders within one (1) Business Day after the thirty (30) day period after such Holder receives the offer from the Company or the Trustee, as applicable, and each such redemption shall be accompanied by a written notice to the Trustee specifying the provision pursuant to which the redemption is being made and the amount of principal and interest being paid. (Bv) if Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Security Agreement) set forth in the Security Agreement, promptly upon delivering notice to the Trustee (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and each Holder) stating its intention to invest or reinvest the Net Cash Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt from a Casualty Event, all of such Net ProceedsCash Proceeds to be invested or reinvested pursuant Section 3.14(c) shall be remitted to a Deposit Account that constitutes a Collateral Account until such amounts are so invested or reinvested. (vi) All offers to redeem the Obligations under this Section 3.14(c) shall be made on a pro rata basis based upon each Holder’s Pro Rata Share (with respect to Global Notes, such offers will be made pursuant to the amount of such Net Proceeds not so appliedApplicable Procedures that most nearly approximate a pro rata selection).

Casualty Events. Within Not later than five Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by Borrower or on behalf any of any Wireline Company in respect of any Casualty Eventits Subsidiaries, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (subject to Section 2.10(j)i) prepay Term Borrowings in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if : (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the Wireline Companies intend extent that (A) in the event such Net Cash Proceeds shall not exceed $1,000,000, Borrower shall have delivered an Officers' Certificate to apply all the Administrative Agent on or a portion prior to such date stating that such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $1,000,000, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of the which such Net Cash Proceeds from such eventwere paid or to reinvest in other fixed or capital assets or to be contractually committed to be so reinvested, within no later than 12 months after following the date of receipt of such Net Proceeds (or, proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Wireline Company enters into a legally binding commitment to apply all or a Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will shall not be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if ending later, the applicable Wireline Company has entered into a legally binding period ending 6 months after any such contractual commitment with respect to apply such Net Cash Proceeds within was entered into, such 12-month period, but has not unused portion shall be applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) on the amount last day of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied but not so applied within 18 months following the receipt of such Net Proceeds, the amount of such Net Proceeds not so appliedas a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Within five Not later than ten (10) Business Days after following the receipt of any Net Cash Proceeds are received from a Casualty Event by or on behalf of any Wireline Company in respect of any Casualty EventGroup Member, the Borrower shall (subject to Section 2.10(j)) prepay Term Borrowings in apply an aggregate amount equal to 100% of such Net ProceedsCash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that, if (i) such Net Cash Proceeds shall not be required to be so applied on such date to the Wireline Companies intend to apply all extent that (A) (x) the Net Cash Proceeds of a Casualty Event do not exceed the greater of $2,000,000 and 6.25% of Consolidated EBITDA for the most recently ended Test Period per Casualty Event or a portion (y) in respect of Net Cash Proceeds not in excess of $3,750,000 and 12.50% of Consolidated EBITDA for the most recently ended Test Period in any twelve month period (the “Casualty Event Threshold”), or (B) in the event that such Net Cash Proceeds exceed the Casualty Event Threshold, such proceeds in excess of the Casualty Event Threshold (x) are expected to be used to repair, replace or restore any Property in respect of which such Net Cash Proceeds from were paid or to reinvest in other fixed or Capital Assets or assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed (including, without limitation, pursuant to any letter of intent) to be so reinvested, in each case, no later than 18 months (or within 24 months following receipt thereof if such event, contractual commitment to reinvest has been entered into within 12 18 months after following receipt thereof) following the date of receipt of such proceeds (provided, that, in each case, for the avoidance of doubt, no specific assets need be identified by the Borrower) or (y) such Excess Net Cash Proceeds shall be deemed to have been reinvested in assets used or useful in the business of any Group Member (orincluding pursuant to a Permitted Acquisition, Investment or Capital Expenditure) pursuant to any such investment occurring in the ninety (90) days preceding such date); and (ii) if the applicable Wireline Company enters into a legally binding commitment to apply all or a any portion of such Net Cash Proceeds is contractually committed (including, without limitation, pursuant to any letter of intent) within such 12-month period, within 18 months following the receipt of such Net Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, that if all or a portion of such Net Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in an amount equal to (A) the amount of such Net Proceeds that have not been so applied by the end of such 12-month period or (B) if such Net Proceeds were committed during such 12-month period to be applied so reinvested within such 24 month period but is not so applied actually reinvested within 18 24 months following of the receipt of the Net Cash Proceeds related thereto, such Net Proceeds, unused portion shall be applied within ten (10) Business Days after the amount last day of such Net Proceeds not so appliedperiod as a mandatory prepayment as provided in this Section 2.10(e).