Common use of Certain Prepayments Clause in Contracts

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Date, (A) The Borrower may at the sum of (i) the aggregate amount of all Loans (for which purpose the amount of any time upon Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (ii) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (g) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to LiventArcadium, specifying the Administrative Agentamount to be prepaid under this clause (i), the Funding Agents and the Paying AgentBorrowers shall, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereof, which notice shall be given at least within two (2) Business Days prior to of the proposed date of such prepayment. If notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, that any such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) payment shall be accompanied by any amounts payable under Section 9.04(c). (aii) In addition, if on the payment last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments Letters of amounts under a Hedge Agreement, pursuant to the terms Credit would exceed 100% of the applicable Hedge Agreement (net aggregate amount of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to Commitments, the Administrative Agent for shall use all reasonable efforts to give prompt written notice thereof to LiventArcadium, specifying the account amount to be prepaid under this clause (ii), and the Borrowers shall, within two (2) Business Days of the Hedge Counterparty date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, that any such payment shall be accompanied by any amounts payable under each Hedge AgreementSection 9.04(c). Prepayments made in accordance with . (iii) The determinations of the Administrative Agent under this Section 2.05(c) shall be applied (i) conclusive and binding on each Borrower in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”manifest error. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.

Certain Prepayments. (Ai) The Borrower may at any time upon written notice Issuer shall not be permitted to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance Notes except as expressly permitted under this Section 3.3, unless each of the Note Holders otherwise consent in writing. For the avoidance of doubt, any amount prepaid on the Notes may not be reborrowed and the Commitment shall be permanently reduced by the amount of such prepayment. (ii) After the occurrence of the first anniversary of the Closing Date, subject to Sections 3.3A(iii) and 3.3A(iv), if the Note Holders have made to the Issuer Advances in an aggregate principal amount of not less than $18,000,000, the Class A Advances or Issuer shall be permitted to prepay in full the Class B Advances based aggregate principal amount outstanding under the Notes. The Issuer shall make such prepayment in four equal installments in the aggregate equal to the Total Prepayment Amount (as defined below), with one installment payable on each of four consecutive Quarterly Dates, and shall make such prepayment together with all accrued and unpaid interest on the outstanding applicable amount of principal amounts thereofto be prepaid to the applicable Quarterly Date, calculated in accordance with Section 3.2, payable on such Quarterly Date on which notice prepayment is made. The Issuer shall be given at least two provide a Prepayment Notice of not less than thirty (230) Business Days days and not more than sixty (60) days prior to the proposed date Quarterly Date on which the first prepayment installment is to be made. Any Prepayment Notice shall, as a condition of making such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by written evidence satisfactory to the Note Holders that the Issuer has arranged alternative debt or equity financing for the Total Prepayment Amount on commercially reasonable terms with pricing, maturity and other material terms that are more favorable to the Issuer than the terms provided under this Agreement and the Notes (“Prepayment Refinancing Evidence”). (iii) If the Issuer desires to make a prepayment in accordance with the provisions of Section 3.3A(ii), the Issuer shall pay the following amounts, (the sum of the following amounts, the “Total Prepayment Amount”): (a) the payment of all accrued but unpaid interest on aggregate principal amount outstanding under the amounts to be so prepaid, Notes; plus (b) any Liquidation Fee in connection with such prepayment if the event the first Quarterly Date on which such prepayment is not made is on a Payment Date and or prior to the second anniversary of the Closing Date, the Make Whole Premium. (civ) all payments which arise due Notwithstanding receipt of the Prepayment Notice or the Prepayment Refinancing Evidence, the Note Holders have the right, prior to any prepayments date of amounts under a Hedge Agreementprepayment contemplated by Section 3.3A, to convert to Common Stock, pursuant to the terms of the applicable Hedge Agreement Notes, all or any portion of the principal then outstanding on the Notes, together with all accrued and unpaid interest thereon and, if applicable, all premium thereon. (net v) Following the delivery of all amounts which are any Prepayment Notice for a prepayment contemplated by Section 3.3A, the Issuer shall not be entitled to any further Advances under this Agreement. Any Prepayment Notice shall be irrevocable and the Total Prepayment Amount shall be due and payable by such Hedge Counterparty to on the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made Quarterly Dates as provided in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.3.3A.

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.

Certain Prepayments. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Administrative Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.

Certain Prepayments. (A) The Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement) may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.82.7(B), prepay all or any portion of the balance of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepaymentprepayment (which notice may be conditioned upon any event). If such prepayment is not being made in connection with a Takeout Transaction, Each such prepayment (which need not be on a Payment Date) shall be accompanied by the payment of (a) the payment of all accrued but unpaid interest on the amounts principal amount of the Advances to be so prepaid, (b) any all Liquidation Fee in connection with Fees attributable to such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreementif applicable, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made Fee Letter in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”prepayment. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Administrative Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of Home Improvement Loans and the Collateral related Home Improvement Assets that is are subject to such Takeout Transaction (and make other related payments in accordance with with, (a) first, Section 2.7(B)(i) (to the extent Distributable Collections are being disbursed pursuant to Section 2.7(B) and (b) second, Section 2.7(C)(ii), ) including any such payments amounts due to the Paying Agent or the Back-Up Servicer. (C) If the entire outstanding principal amount of the Advances is prepaid pursuant to this Section 2.8, such amount will be remitted together with an amount sufficient to pay to the Collection Account all other amounts due to the Paying Agent, the Custodian, the Back-up Servicer, the Securities Intermediary, and the Successor Servicer and any other third parties for distribution in accordance with Section 2.7(B) or Section 2.7(C), as applicable.

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.. 118556040.20118095118.53 -14-

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due to the Paying Agent.

Certain Prepayments. (Aa) The Borrower may at Subject to Section 8.7(c), immediately upon receipt by any time upon written notice Bank Credit Party or any of its Subsidiaries of the proceeds of any Equity Issuance or Debt Issuance (and in no event later than any payment of a portion of such proceeds to any Bank), the Company shall pay to each holder of Notes an amount such that, after giving effect to the Administrative Agentpayment thereof, the Funding Agents payment of the related amount to all other holders, and the Paying Agent, and subject aggregate payment of such proceeds to the priority Banks (whether applied to a prepayment of payments set forth Loans or a Cash Collateralization of L/C Obligations), such holder shall have received its Pro Rata Share (as defined in this Section 2.8, prepay all or any portion the Intercreditor Agreement) of the balance aggregate amount of all such payments. Such Pro Rata Share shall constitute a prepayment of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereofsuch Notes, which notice and shall be given made together with interest accrued to the date of prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. This Sections 8.7(a) shall not apply to the extent, but only to the extent, that any such proceeds are applied to a repayment or prepayment of Loans (as defined in the Bank Credit Agreement) advanced after the Second Amendment Effective Date or to the Cash Collateralization of L/C Obligations (as each of such terms is defined in the Bank Credit Agreement) in excess of the Letters of Credit Threshold at least two the time such Cash Collateralization is effected (2) Business Days the Loans advanced at such time and such L/C Obligations in excess of the Letters of Credit Threshold being referred to herein, collectively, as “New Bank Exposure”). For the avoidance of doubt, if the proceeds of any Equity Issuance or Debt Issuance exceed the amount of New Bank Exposure immediately prior to the proposed date application of such prepayment. If such prepayment is not being made in connection with a Takeout Transactionproceeds to repay or prepay outstanding Loans or Cash Collateralize L/C Obligations, such prepayment (which need not be on a Payment Datethen this Section 8.7(a) shall be accompanied apply only to the proceeds remaining after the repayment, prepayment or Cash Collateralization, as the case may be, of such New Bank Exposure. (b) Subject to Section 8.7(c), simultaneously with any repayment or prepayment of Loans or any Cash Collateralization of L/C Obligations other than as contemplated by Section 8.7(a) (and, for the avoidance of doubt, other than any such repayment, prepayment or Cash Collateralization made from the proceeds of the issuance of Indebtedness excluded from the definition of “Debt Issuance” under clause (a) or clause (b) of the definition of that term), the Company shall pay to each holder of Notes an amount such that, after giving effect to the payment thereof, the payment of the related amount to all other holders, and the aggregate payment applied to a repayment or prepayment of the Loans or the Cash Collateralization of L/C Obligations, such holder shall have received its Pro Rata Share of the aggregate amount of all such payments. Such prepayment of Notes shall be made with interest accrued to the date of prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. This Sections 8.7(b) shall not apply to the extent, but unpaid interest on only to the amounts to be so prepaidextent, (b) any Liquidation Fee in connection with that such prepayment if such repayment or prepayment is not made on a Payment of Loans advanced after the Second Amendment Effective Date and or such Cash Collateralization is of L/C Obligations in excess of the Letters of Credit Threshold at the time such Cash Collateralization is effected. For the avoidance of doubt, if the amount applied to any such repayment, prepayment or Cash Collateralization exceeds the amount of New Bank Exposure immediately prior to such application, then this Section 8.7(b) shall apply only to the amount of such excess. (c) all payments which arise due to any prepayments of amounts The Company's obligations under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section 8.7 shall be applied terminate, immediately and automatically without any further action by the holders of Notes, at such time that the Company has achieved (i) in the absence an Original Leverage Ratio of an Event of Default less than or Amortization Event, ratably equal to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties 2.75 to 1.0 and (ii) if an Event Original Fixed Charge Coverage Ratio of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to 1.25 to 1.0, in each case, for two consecutive Fiscal Quarters after the Minimum Payoff Amount) into Second Amendment Effective Date, as reported in the Takeout Transaction Accountmost recent compliance certificate required to be delivered pursuant to Section 7.2(a). For the avoidance of doubt, and the Paying Agent shall apply such proceeds to prepay the applicable Class A Advances and Class B Advances made in respect of the Collateral that is subject to such Takeout Transaction and make other related payments in accordance with Section 2.7(B), including any such payments due Loans outstanding prior to the Paying AgentSecond Amendment Effective Date that are extended into a subsequent interest period or are converted into another type of Loan under the Bank Credit Agreement shall not be considered to be advanced after the Second Amendment Effective Date for purposes of this Section 8.7. (c) A new Section 8.8 is hereby added to the Existing Note Purchase Agreement to read as follows: