Common use of Mandatory Prepayment of Term Loans Clause in Contracts

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loans by an amount equal to 100% of such Net Cash Proceeds provided, however that the Borrowers shall not be obligated to prepay the Term Loans with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrowers provide to the Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (b) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds from the issuance of any Equity Interests of such Person or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Date, Borrowers shall prepay the Term Loans by an amount equal to 100% of such Net Cash Proceeds from the issuance of Subordinated Debt and 50% of such Net Cash Proceeds from the issuance of any Equity Interests; provided however, the Borrowers shall not be required to make a prepayment hereunder in connection with the following issuances of Equity Interests: (i) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on or before June 30, 2014; and (ii) Equity Interests issued under any stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plans) or Equity Interests of RMN issued to directors, officers or employees of the Borrowers or their Subsidiaries. (c) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loans by an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loans shall be divided equally between Term Loan A and Term Loan B, and each such portion shall be applied to installments of principal on Term Loan A and Term Loan B in the inverse order of their maturities. (e) To the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is due, the Indebtedness under any Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the such Term Loan, thereby avoiding breakage costs under Section 11.1.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereof, immediately upon receipt by If any Credit Loan Party or any of its Restricted Subsidiaries Disposes of any Property (other than any Disposition of any Property permitted by Section 7.8(a) through (h), (j) or (k)) which results in the realization by such Person of Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceProceeds, the Borrowers Borrower shall prepay the an aggregate principal amount of Term Loans by an amount equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however however, that the Borrowers shall not be obligated with respect to prepay the Term Loans with such any Net Cash Proceeds if realized under a Disposition described in this Section 2.8(d)(i), at the following conditions are satisfied: (i) promptly following the saleelection of Borrower, the Borrowers provide to the Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that and so long as no Default or Event of Default has shall have occurred and is be continuing either as of the date of the sale or as of the date of the Reinvestment Certificateshall result therefrom, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds is commenced in operating assets or other assets useful to its business so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by Borrower in writing to Administrative Agent); and completed provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 180-day period shall be immediately applied to the Reinvestment Periodprepayment of the Term Loans as set forth in this Section 2.8(d)(i), and (iiiB) no Default or if an Event of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be applied within three (3) Business Days following the time of the sale and at the time of the application first occurrence of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end Event of the Reinvestment Period, the Borrowers shall promptly pay such proceeds Default to the Agent, to be applied to repay prepayment of the Term Loans as set forth in accordance with clauses (d) and (e) hereofthis Section 2.8(d)(i). (bii) Subject to clauses (d) and (e) hereof, immediately upon receipt Concurrently with the issuance by any Credit Loan Party of Net Cash Proceeds from the issuance any of any its stock or other Equity Interests (other than to another Loan Party) prior to or as part of such Person or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Datea Qualified IPO, Borrowers Borrower shall prepay the Term Loans in the amount equal to the lesser of (A) the Net Cash Proceeds thereof or (B) the amount necessary to reduce the Leverage Ratio on a pro forma basis to not greater than 1.00 to 1.00, which prepayment shall be applied as set forth in clause (v) below. For avoidance of doubt, no prepayment shall be required under this clause (ii) with respect to Equity Interests issued after the consummation of a Qualified IPO. (iii) Concurrently with the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), Borrower shall prepay the Term Loans in an amount equal the Net Cash Proceeds thereof, which prepayment shall be applied as set forth in clause (v) below. (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such all Net Cash Proceeds from the issuance received therefrom within one (1) Business Day of Subordinated Debt and 50% of receipt thereof by such Net Cash Proceeds from the issuance of any Equity Interests; provided however, the Borrowers shall not Loan Party or such Restricted Subsidiary (such prepayments to be required to make a prepayment hereunder applied as set forth in connection with the following issuances of Equity Interests: clause (iv) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on or before June 30, 2014; and (ii) Equity Interests issued under any stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plans) or Equity Interests of RMN issued to directors, officers or employees of the Borrowers or their Subsidiaries. (c) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loans by an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may bebelow); provided, however, that with respect to any Insurance Proceeds proceeds of insurance, condemnation awards (or Condemnation Proceedspayments in lieu thereof) or indemnity payments, at the election of Borrower (as notified by Borrower to Administrative Agent on or prior to the case date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following apply within 180 days after the receipt of such Insurance Proceeds cash proceeds to replace or Condemnation Proceedsrepair the equipment, as the case may be, the Borrowers provide fixed assets or real Property (or invest in other assets useful to the Agent a Reinvestment Certificate stating business of the Loan Parties) in respect of which such cash proceeds were received; and provided further, however, that (xA) that no Default or any cash proceeds not so applied within such 180-day period shall be applied not later than three (3) Business Days following the expiration thereof to the prepayment of the Term Loans as set forth in this Section 2.8(d)(iv), and (B) if an Event of Default has occurred and is continuing either as at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the date equipment, fixed assets or real Property in respect of which such cash proceeds were received, such cash proceeds shall be applied within three (3) Business Days following the receipt first occurrence of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loans as set forth in this Section 2.8(d)(iv). (v) Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through (iv) above, the Borrower shall be divided equally between Term Loan A deliver written notice thereof to the Administrative Agent and Term Loan Bupon receipt of such notice, and each such portion the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 2.8(d) shall be applied as follows: first, ratably between the Term Loans to installments the remaining scheduled amortization payments of principal on the Term Loan A and Term Loan B Loans in the inverse order of their maturitiesmaturity and second, to the extent of any excess, to repay the Revolving Credit Loans, without a corresponding reduction in the Revolving Credit Commitments. (evi) To If upon the extent thatrepayment in full of all Term Loans, on the date Revolving Credit Commitment of Texas Capital Bank is not equal to or greater than the highest Revolving Credit Commitment held by any mandatory prepayment other Revolving Credit Lender, then Texas Capital Bank may request any or all of the other Lenders to sell and assign some or all of their respective Revolving Credit Commitments to Texas Capital Bank at such Lenders’ option in such amount(s) as Texas Capital Bank may designate in order for Texas Capital Bank’s resulting Revolving Credit Commitment to be not less than that of any Term Loan under this Section 4.8 is due, other Revolving Credit Lender. Absent contrary written agreement among the Indebtedness under any Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders affected parties (which shall be an interest-bearing accountnot require the consent of any other Person), on any such terms sale and conditions as are reasonably acceptable assignment shall be made at par pursuant to an Assignment and Assumption, and the affected parties shall work together in good faith to consummate such sale and assignment not later than ten (10) Business Days following Texas Capital Bank’s written notice to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied applicable Revolving Credit Lender(s) under this clause (until exhausted) to reduce the principal balance of such Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the such Term Loan, thereby avoiding breakage costs under Section 11.1vi).

Mandatory Prepayment of Term Loans. (a) Subject to clauses clause (d) and (e) the provisions of Section 8.9 hereof, immediately upon receipt by the Company or any Credit Party Subsidiary of any Net Cash Proceeds from any in excess of $100,000 of all Asset Sales which are not Reinvested as described completed in any fiscal year (excluding, for purposes of both calculation of the following sentence$100,000 threshold and prepayment obligations hereunder, the Borrowers sale of the Minneapolis Slitter, the sale of all or any portion of the Tubing Business, the sale of real estate commonly known as 0000 Xxxxxxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx and the sale of any machinery, equipment and fixtures located on such real estate as of the Effective Date), the Company shall prepay the Term Loans by an amount equal to one hundred percent (100% %) of such Net Cash Proceeds provided, however that the Borrowers shall not be obligated to prepay until the Term Loans with have been paid in full (in which case the balance of any such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrowers provide shall be subject to the Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (eSection 2.13(c) hereof.); (b) Subject to clauses clause (d) and (e) hereof, immediately upon receipt by the Company or any Credit Party Subsidiary of Net Cash Proceeds from the cash proceeds of the issuance of any Equity Interests of such Person or Net Cash Proceeds from the issuance of any Subordinated Debt issued after the Effective DateDate by such Person, Borrowers the Company shall prepay be obligated to repay the Term Loans by an amount equal to (y) one hundred percent (100% %) of such Net Cash Proceeds from cash proceeds in the case of any such issuance of Equity Interests or (z) one hundred percent (100%) of such cash proceeds in the case of any such issuance of Subordinated Debt (net, in any case, of reasonable and 50% customary costs and expenses of such Net Cash Proceeds from the issuance of any Equity Interests; provided issuance), provided, however, that to the Borrowers extent that the amount of the cash proceeds described in (y) and (z) above, as applicable, exceeds the outstanding Obligations under the Term Loans, the remainder shall be subject to Section 2.13(b) hereof; and further provided, the Company shall not be required to make a prepayment hereunder in connection with prepayments under this Section and Section 2.13(b) for the following issuances first $100,000 of Equity Interests: (i) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on proceeds received each fiscal year from the exercise of employee stock options or before June 30, 2014; and (ii) Equity Interests issued purchases made under any employee stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor stock purchase plans) or Equity Interests of RMN issued to directors, officers or employees of the Borrowers or their Subsidiaries.; (c) Subject to clauses clause (d) and (e) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loans by an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 4.11 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.111. 1. Each mandatory prepayment of the Term Loans shall be divided equally between applied as follows: (i) if the asset(s) sold in connection with the Asset Sale is real estate, first to Term Loan B until paid in full and then to Term Loan A until paid in full; (ii) if the asset(s) sold in connection with the Asset Sale is machinery or equipment, to Term Loan A until paid in full and then to Term Loan B until paid in full; and (iii) if the asset(s) sold in connection with the Asset Sale consists of real estate and machinery or equipment, to Term Loan A and Term Loan B, and on a pro rata basis (based on the value of the assets sold); and, in each case, to the principal payments of such portion shall be applied to installments of principal on Term Loan A and Term Loan B Loans due thereunder in the inverse order of their maturities.maturities as follows: (x) first, to that portion of each such Term Loan outstanding as a Prime-based Advance, (y) second, to that portion of each such Term Loan outstanding as Eurocurrency-based Advances which have Interest Periods ending on the date of payment, and (z) last, to any remaining Advances of such Term Loans being carried at the Eurocurrency-based Rate; and (ed) To the extent that, on the date any mandatory prepayment of any the Term Loan Loans under this Section 4.8 4.11 is due, the Indebtedness Obligations under any the Term Loan Loans or any other Indebtedness Obligations to be prepaid is being carried, in whole or in part, at the EurodollarEurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers Company may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower the Company to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such the applicable Term Loan Loan(s) on the last day of each Eurodollar-Interest Period attributable to the EurodollarEurocurrency-based Advances of the such Term LoanLoans, thereby avoiding breakage costs under Section 11.111.1 provided, however, upon the occurrence and during the continuance of a Default or Event of Default, the funds in such cash collateral account automatically shall be applied to reduce the principal balance of the applicable Term Loan(s). All prepayments of the Term Loans hereunder shall be made to the Agent for distribution ratably to the applicable Term Loan Banks.

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately Immediately upon receipt by a Borrower or any Credit Party Subsidiary of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceSale, the Term Loan Borrowers shall prepay the Term Loans by an amount equal to (i) in the case of Net Cash Proceeds from the sale of assets pursuant to Section 9.5(f) hereof, one hundred percent (100% %) of such Net Cash Proceeds provided(other than the sale of any asset or assets, however that the Borrowers shall not be obligated to prepay in a single transaction or series of transactions, with a value less than $500,000 until the Term Loans with have been paid in full); provided, however, that (x) in the case of Asset Sales permitted under Section 9.5(f), such Borrower may use all or any portion of the Net Cash Proceeds if of such Asset Sale to purchase replacement assets used or to be used by such Borrower or such Subsidiary, as the following conditions are satisfied: case may be, in the business as permitted under Section 8.4(a) so long as (i) promptly following the sale, the Borrowers provide to the Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at continuing, (ii) each such purchase is made within 180 days following the time of the sale and at the time of the application date of such proceeds to Reinvestment. If any Asset Sale and (iii) such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds Borrower delivers to the Agent, concurrently with or prior to the date of such Asset Sale, a certificate of an authorized officer of such Borrower stating that such Net Cash Proceeds will be applied to repay the Term Loans in accordance with clauses (d) so used and (ey) hereofexcept to the extent used to purchase replacement assets in compliance with clause (x) of this proviso, in each case, such Borrower shall comply with the mandatory prepayments provisions of this Section 4.15(a). (b) Subject to clauses (d) and (e) hereof, immediately upon receipt by a Borrower or any Credit Party Subsidiary of Net Cash Proceeds from the cash proceeds of the issuance of any Equity Interests of a Borrower or such Person Subsidiary or Net Cash Proceeds from the issuance of any Subordinated Debt issued on or after the Effective Date, the Term Loan Borrowers shall prepay the applicable Term Loans by an amount equal to one hundred percent (100% %) of such Net Cash Proceeds from the issuance cash proceeds (net of Subordinated Debt reasonable and 50% customary costs and expenses of such Net Cash Proceeds from the issuance of any Equity Interests; provided however, the Borrowers shall not be required to make a prepayment hereunder in connection with the following issuances of Equity Interests: (i) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on or before June 30, 2014; and (ii) Equity Interests issued under any stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plans) or Equity Interests of RMN issued to directors, officers or employees of the Borrowers or their Subsidiaries.issuance); (c) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loans by an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment Mandatory prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 4.15 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.112.1. If any Net Cash Proceeds subject to Section 4.15(a) or other proceeds subject to Section 4.15(b) are received by any Borrower or Subsidiary other than a Term Loan Borrower, mandatory prepayments under this Section 4.15 shall be applied to Term Loan A. If any such proceeds are received by a Term Loan Borrower, all such proceeds shall be applied to the Term Loan made to such Term Loan Borrower. Each mandatory prepayment of the Term Loans shall be divided equally between applied to the next principal installment that is due and the balance to the principal payments of such Term Loan A and Term Loan B, and each such portion shall be applied to installments of principal on Term Loan A and Term Loan B due thereunder in the inverse order of their maturitiesmaturities as follows: first to that portion of such Term Loan outstanding as a Prime-based Advance, second to that portion of such Term Loan outstanding as Eurocurrency-based Advances which have Interest Periods ending on the date of payment, and last to any remaining Advances of such Term Loan being carried at the Eurocurrency-based Rate. All prepayments of the Term Loans hereunder shall be made to the Agent for distribution ratably to the applicable Banks. (ed) To the extent that, on the date any mandatory prepayment of any the Term Loan Loans under this Section 4.8 4.15 is due, the Indebtedness under any the Term Loan Loans or any other Indebtedness to be prepaid is being carried, in whole or in part, at the EurodollarEurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfiedMajority Term Loan Banks. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such the applicable Term Loan on the last day of each Eurodollar-Interest Period attributable to the EurodollarEurocurrency-based Advances of the such Term Loan, thereby avoiding breakage costs under Section 11.1.

Mandatory Prepayment of Term Loans. (a) Subject The Term Loans shall be subject to clauses required principal reductions in the amount of fifty percent (d50%) of Excess Cash Flow, payable in respect of each fiscal year (or portion thereof) from and including 1999 through the Term Loan-B Maturity Date, on April 30 of the year following the applicable fiscal year. Provided no Event of Default has occurred and is then continuing, such Excess Cash Flow prepayments shall be applied as between Term Loan-A and Term Loan-B as the Borrowers shall direct the Agent in writing. (eb) hereof, immediately Immediately upon receipt by a Borrower or any Credit Party Subsidiary of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in Sale [excluding, however, any Asset Sale permitted pursuant to the following sentenceprovisions of Section 9.5(a), (b), (c), (e), (f), (i) or (j)], the Borrowers shall prepay the Term Loans by an amount equal to (i) in the case of Net Cash Proceeds from the sale of assets pursuant to Section 9.5(d) or 9.5(g) hereof, one hundred percent (100% %) of such Net Cash Proceeds Proceeds; provided, however however, that (x) in the case of Asset Sales permitted under Section 9.5(g), Borrowers shall not be obligated to prepay may use all or any portion of the Term Loans with such Net Cash Proceeds if of such Asset Sale to purchase replacement assets used or to be used by the following conditions are satisfied: Borrowers or such Subsidiary, as the case may be, in the business as permitted under Section 8.4(a) so long as (i) promptly following the sale, the Borrowers provide to the Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at continuing, (ii) each such purchase is made (or a contract to make such purchases has been entered into) within 365 days following the time date of such Asset Sale and (iii) the Borrowers deliver to the Agent, concurrently with or prior to the date of such Asset Sale, a certificate of an authorized officer of the sale Borrowers stating that such Net Cash Proceeds will be so used and at (y) except to the time extent used to purchase replacement assets in compliance with clause (x) of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Periodthis proviso, in each case, the Borrowers shall promptly pay such proceeds comply with the mandatory prepayments provisions of this Section 5.8(b) hereof. Notwithstanding the foregoing, to the Agentextent that Net Cash Proceeds from any Asset Sale are derived from the sale of Inventory or Accounts, to such Net Cash Proceeds, shall be applied as a prepayment of the outstanding Revolving Credit Advances, if any, in lieu of being applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (b) Subject to clauses (d) and (e) hereof, immediately upon receipt by Loans. Pending any Credit Party reinvestment of Net Cash Proceeds from the issuance of any Equity Interests of such Person or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Dateas permitted under this Section 5.8(b), Borrowers shall prepay the Term Loans by an amount equal to 100% of such Net Cash Proceeds from shall be applied to prepay Revolving Credit Advances or, if not so applied and if required by the issuance of Subordinated Debt and 50% of such Net Cash Proceeds from the issuance of any Equity Interests; provided howeverMajority Banks, the Borrowers proceeds shall not be required deposited with Agent to make be held in a prepayment hereunder in connection with the following issuances of Equity Interests: (i) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on or before June 30, 2014; and (ii) Equity Interests issued under any stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plans) or Equity Interests of RMN issued to directors, officers or employees of the Borrowers or their Subsidiariescash collateral account. (c) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loans by an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment Mandatory prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 5.8 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.112. Each mandatory prepayment of the Term Loans shall be divided equally between a Term Loan A and Term Loan B, and each such portion shall be applied to installments of the principal on Term Loan A and Term Loan B payments due thereunder in the inverse order of their maturitiesmaturities as follows: first to any Advances of the Term Loan bearing interest at the Prime-based Rate, next to any Advances of the Term Loan bearing interest at the Eurocurrency-based Rate which have Interest Periods ending on the date of payment, then to any remaining Eurocurrency-based Advances of the Term Loan. All prepayments of the Term Loans hereunder shall be made to the Agent for distribution ratably to the Banks. (ed) To the extent that, on the date any mandatory prepayment of any the Term Loan Loans under this Section 4.8 5.8 is due, the Indebtedness under any the Term Loan Notes or any other Indebtedness to be prepaid is being carried, in whole or in part, at the EurodollarEurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfiedMajority Banks. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such the Term Loan Loans on the last day of each Eurodollar-Interest Period attributable to the EurodollarEurocurrency-based Advances of the Term Loans. Interest accruing with respect to such Term Loan, thereby avoiding breakage costs under Section 11.1account shall be paid to the Borrowers on a monthly basis.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereof, immediately upon receipt by If any Credit Loan Party or any of its Subsidiaries Disposes of any Property (other than any Disposition of any Property permitted by Section 7.8(a) or Section 7.8(d) through (i)) which results in the realization by such Person of Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceProceeds, the Borrowers Borrower shall prepay the an aggregate principal amount of Term Loans by an amount equal to one hundred percent 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however however, that the Borrowers shall not be obligated with respect to prepay the Term Loans with such any Net Cash Proceeds if realized under a Disposition described in this Section 2.8(d)(i), at the following conditions are satisfied: election of Borrower (i) promptly following the sale, the Borrowers provide as notified by Borrower to the Administrative Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default on or Event of Default has occurred and is continuing either as of prior to the date of the sale or as of the date of the Reinvestment Certificatesuch Disposition), and (z) a description of the planned Reinvestment of the proceeds thereofso long as no Default shall have occurred and be continuing, (ii) the Reinvestment such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds is commenced in operating assets so long as within 60 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by Borrower in writing to Administrative Agent); and completed provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 60 day period shall be immediately applied to the Reinvestment Periodprepayment of the Term Loans as set forth in this Section 2.8(d)(i), and (iiiB) no Default or if an Event of Default has occurred and is continuing at the any time that any Loan Party or any of the sale and at the time of the application of such proceeds to Reinvestment. If its Subsidiaries receives or is holding any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (b) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of Net Cash Proceeds from the issuance of any Equity Interests of such Person or Net Cash Proceeds from the issuance of any Subordinated Debt after the Effective Datewhich have not yet been reinvested, Borrowers shall prepay the Term Loans by an amount equal to 100% of such Net Cash Proceeds from shall be immediately applied to the issuance prepayment of Subordinated Debt and 50% of such Net Cash Proceeds from the issuance of any Equity Interests; provided howeverTerm Loans as set forth in this Section 2.8(d)(i). Notwithstanding anything contained in this clause (i), the Borrowers Borrower shall not be required to make a prepayment hereunder in connection prepay the Term Loan with the following issuances Net Cash Proceeds received by Borrower with respect to the sale of Equity Interests: (i) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on or before June 30the real Property located at 000 X. XX XXX. 00, 2014; and Xxxx 000, Xxxxxx, XX 00000. (ii) Concurrently with the issuance by any Loan Party of any of its stock or other Equity Interests issued under any (other than to another Loan Party and other than issuances of stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plans) or Equity Interests of RMN issued to directors, officers or employees in connection with their past, present or future service to Borrower, or to third parties in return for goods, property or services, or in connection with the exercise of the Borrowers stock options or their Subsidiaries. (c) Subject to clauses (d) and (e) hereofwarrants), immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers Borrower shall be obligated to prepay the Term Loans in the amount equal to one hundred percent (100%) of the Net Cash Proceeds thereof, which prepayment shall be applied as set forth in clause (v) below. (iii) Concurrently with the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to CREDIT AGREEMENT – Page 41 0000-0000-0000.5 Section 7.1) Borrower shall prepay the Term Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds thereof, which prepayment shall be applied as set forth in clause (vi) below. (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall prepay an aggregate principal amount of Term Loans equal to one hundred percent 100% of all Net Cash Proceeds received therefrom within one (1) Business Day of receipt thereof by such Insurance Proceeds Loan Party or Condemnation Proceeds, such Subsidiary (such prepayments to be applied as the case may beset forth in clause (v) below); provided, however, that with respect to any Insurance Proceeds proceeds of insurance, condemnation awards (or Condemnation Proceedspayments in lieu thereof) or indemnity payments, at the election of Xxxxxxxx (as notified by Borrower to Administrative Agent on or prior to the case date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following apply within 60 days after the receipt of such Insurance Proceeds cash proceeds to replace or Condemnation Proceedsrepair the equipment, as the case may befixed assets or real Property in respect of which such cash proceeds were received; and provided further, the Borrowers provide however, that (A)] any cash proceeds not so applied within such 60 day period shall be immediately applied to the Agent a Reinvestment Certificate stating prepayment of the Term Loans as set forth in this Section 2.8(d)(iv), and (xB) that no Default or if an Event of Default has occurred and is continuing either as at any time that any Loan Party or any of its Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the date equipment, fixed assets or real Property in respect of the receipt of which such cash proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been were received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such cash proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds immediately applied to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment under this Section 4.8 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.1. Each mandatory prepayment of the Term Loans as set forth in this Section 2.8(d)(iv). (v) Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through (iv) above, Borrower shall be divided equally between Term Loan A deliver written notice thereof to Administrative Agent and Term Loan Bupon receipt of such notice, and each such portion the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 2.8(d) shall be applied as follows: first, to installments the remaining scheduled amortization payments of principal on the Term Loan A and Term Loan B Loans in the inverse order of their maturities. (e) To maturity and second, to the extent that, on the date any mandatory prepayment of any Term Loan under this Section 4.8 is dueexcess, to repay the Indebtedness under any Term Loan or any other Indebtedness to be prepaid is being carriedRevolving Credit Loans, without a corresponding reduction in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such Term Loan on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances of the such Term Loan, thereby avoiding breakage costs under Section 11.1Revolving Credit Commitments.

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately Immediately upon receipt by a Borrower or any Credit Party Subsidiary of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceSale, the Term Loan Borrowers shall prepay the Term Loans by an amount equal to (i) in the case of Net Cash Proceeds from the sale of assets pursuant to Section 9.5(f) hereof, one hundred percent (100% %) of such Net Cash Proceeds provided(other than the sale of any asset or assets, however that the Borrowers shall not be obligated to prepay in a single transaction or series of transactions, with a value less than $500,000) until the Term Loans with have been paid in full; provided, however, that (x) in the case of Asset Sales permitted under Section 9.5(f), such Borrower may use all or any portion of the Net Cash Proceeds if of such Asset Sale to purchase replacement assets used or to be used by such Borrower or such Subsidiary, as the following conditions are satisfied: case may be, in the business as permitted under Section 8.4(a) so long as (i) promptly following the sale, the Borrowers provide to the Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at continuing, (ii) each such purchase is made within 180 days following the time of the sale and at the time of the application date of such proceeds to Reinvestment. If any Asset Sale and (iii) such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds Borrower delivers to the Agent, concurrently with or prior to the date of such Asset Sale, a certificate of an authorized officer of such Borrower stating that such Net Cash Proceeds will be applied to repay the Term Loans in accordance with clauses (d) so used and (ey) hereofexcept to the extent used to purchase replacement assets in compliance with clause (x) of this proviso, in each case, such Borrower shall comply with the mandatory prepayments provisions of this Section 4.15(a). (b) Subject to clauses (d) and (e) hereof, immediately upon receipt by a Borrower or any Credit Party Subsidiary of Net Cash Proceeds from the cash proceeds of the issuance of any Equity Interests of a Borrower or such Person Subsidiary or Net Cash Proceeds from the issuance of any Subordinated Debt issued on or after the Effective Date, the Term Loan Borrowers shall prepay the applicable Term Loans by an amount equal to one hundred percent (100% %) of such Net Cash Proceeds from the issuance cash proceeds (net of Subordinated Debt reasonable and 50% customary costs and expenses of such Net Cash Proceeds from the issuance of any Equity Interests; provided however, the Borrowers shall not be required to make a prepayment hereunder in connection with the following issuances of Equity Interests: (i) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on or before June 30, 2014; and (ii) Equity Interests issued under any stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plans) or Equity Interests of RMN issued to directors, officers or employees of the Borrowers or their Subsidiaries.issuance); (c) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loans by an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment Mandatory prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 4.15 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.112.1. If any Net Cash Proceeds subject to Section 4.15(a) or other proceeds subject to Section 4.15(b) are received by any Borrower or Subsidiary other than a Term Loan Borrower, mandatory prepayments under this Section 4.15 shall be applied to Term Loan A. If any such proceeds are received by a Term Loan Borrower, all such proceeds shall be applied to the Term Loan made to such Term Loan Borrower. Each mandatory prepayment of the Term Loans shall be divided equally between applied to the next principal installment that is due and the balance to the principal payments of such Term Loan A and Term Loan B, and each such portion shall be applied to installments of principal on Term Loan A and Term Loan B due thereunder in the inverse order of their maturitiesmaturities as follows: first to that portion of such Term Loan outstanding as a Prime-based Advance, second to that portion of such Term Loan outstanding as Eurocurrency-based Advances which have Interest Periods ending on the date of payment, and last to any remaining Advances of such Term Loan being carried at the Eurocurrency-based Rate. All prepayments of the Term Loans hereunder shall be made to the Agent for distribution ratably to the applicable Banks. (ed) To the extent that, on the date any mandatory prepayment of any the Term Loan Loans under this Section 4.8 4.15 is due, the Indebtedness under any the Term Loan Loans or any other Indebtedness to be prepaid is being carried, in whole or in part, at the EurodollarEurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfiedMajority Term Loan Banks. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such the applicable Term Loan on the last day of each Eurodollar-Interest Period attributable to the EurodollarEurocurrency-based Advances of the such Term Loan, thereby avoiding breakage costs under Section 11.1.

Mandatory Prepayment of Term Loans. (a) Subject to clauses clause (d) and (e) hereof, immediately upon receipt by the Company or any Credit Loan Party of any Net Cash Proceeds from any in excess of $100,000 of all Asset Sales which are not Reinvested as described completed in the following sentenceany fiscal year, the Borrowers Company shall prepay the Term Loans by an amount equal to one hundred percent (100% %) of such Net Cash Proceeds in excess of $100,000 until the Term Loan has been paid in full; provided, however however, that to the extent that the Borrowers shall not be obligated to prepay amount of the cash proceeds exceeds the outstanding Indebtedness under the Term Loans with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the saleLoans, the Borrowers provide remainder shall be subject to the Agent a certificate executed by a Responsible Officer of the Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (eSection 2.13(c) hereof.; (b) Subject to clauses clause (d) and (e) hereof, immediately upon receipt by the Company or any Credit Party Subsidiary of Net Cash Proceeds from the cash proceeds of the issuance of any Equity Interests of such Person or Net Cash Proceeds from the issuance of any Subordinated Debt issued after the Effective DateDate by such Person (excluding however, Borrowers (i) proceeds from the exercise by officers, directors, consultants or employees of options to purchase Company's common stock, (ii) proceeds from new Subordinated Debt issued after the date hereof to the extent used to refinance the Initial Subordinated Debt, (iii) proceeds from a Subsidiary's issuance of any Equity Interests to the Company or another Subsidiary, and (iv) proceeds from the Company's issuance of any Equity Interests to directors, employees or consultants pursuant to Stock Option Plans) and excluding proceeds from any Future Capital Markets Transaction, the Company shall prepay be obligated to repay the Term Loans Loan by an amount equal to 100% (y) fifty percent (50%) of such Net Cash Proceeds from cash proceeds in the case of any such issuance of Equity Interests or (z) one hundred percent (100%) of such cash proceeds in the case of any such issuance of Subordinated Debt (net, in any case, of reasonable and 50% customary costs and expenses of such Net Cash Proceeds from the issuance of any Equity Interests; provided issuance), provided, however, that to the Borrowers shall not be required to make a prepayment hereunder extent that the amount of the cash proceeds described in connection with the following issuances of Equity Interests: (iy) Equity Interest issued pursuant to any IPO by RMN so long as such IPO shall have been consummated on or before June 30, 2014; and (iiz) Equity Interests issued above, as applicable, exceeds the outstanding Indebtedness under any stock option or employee incentive plans listed on Schedule 6.13 attached hereto (or any successor plansthe Term Loans, the remainder shall be subject to Section 2.13(b) or Equity Interests of RMN issued to directors, officers or employees of the Borrowers or their Subsidiaries.hereof; (c) Subject to clauses clause (d) and (e) hereof, immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, the Borrowers shall be obligated to prepay the Term Loans by an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the applicable Credit Party if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrowers provide to the Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be, (ii) the Reinvestment of such proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Agent, to be applied to repay the Term Loans in accordance with clauses (d) and (e) hereof. (d) Subject to clause (e) hereof, each mandatory prepayment prepayments under this Section 4.8 or any other mandatory or optional prepayment under this Agreement 4.11 shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 11.111. 1. Each mandatory prepayment of the Term Loans shall be divided equally between Term Loan A and Term Loan B, and each such portion shall be applied to installments the principal payments of principal on the Term Loan A and Term Loan B due thereunder in the inverse order of their maturitiesmaturities (provided that prepayments under clause (a) shall be applied ratably to the remaining principal installments due under the Term Loan) as follows: first to that portion of each the Term Loan outstanding as a Prime-based Advance, second to that portion of each the Term Loan outstanding as Eurocurrency-based Advances which have Interest Periods ending on the date of payment, and last to any remaining Advances of the Term Loan being carried at the Eurocurrency-based Rate. (ed) To the extent that, on the date any mandatory prepayment of any the Term Loan under this Section 4.8 4.11 is due, the Indebtedness under any the Term Loan or any other Indebtedness to be prepaid is being carried, in whole or in part, at the EurodollarEurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Borrowers Company may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Administrative Agent, for and on behalf of the Lenders Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to the Administrative Agent and upon such deposit, the obligation of each Borrower the Company to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of such the Term Loan on the last day of each Eurodollar-Interest Period attributable to the EurodollarEurocurrency-based Advances of the such Term Loan, thereby avoiding breakage costs under Section 11.1. All prepayments of the Term Loan hereunder shall be made to the Administrative Agent for distribution ratably to the Term Loan Banks.