Common use of Mandatory Prepayments for Casualty Events or Asset Sales Clause in Contracts

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from the occurrence of any Casualty Event or Asset Sale (other than pursuant to Section 9.09 (a), (b), (c), (d), (e), (f), (i), (m), or (n) or an Asset Sale of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (the “NJ Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within three hundred and sixty five (365) days following the receipt of such insurance proceeds or condemnation awards (such applicable period, the “Reinvestment Period”) (or, if the Borrower has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or any Asset Sale (other than pursuant to Section 9.09 (a9.09(a), (b), (c), (d) (but including any Asset Sale consisting of a Permitted Non-US License unless the Specified Licensing Condition shall have been satisfied at the time such Permitted Non-US License is consummated or otherwise becomes effective), (e), (f), (i), (m), or (n) or an Asset Sale of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year)), the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest (which for the avoidance of doubt shall be paid in cash) on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A), ; provided that so long as no Event of Default has occurred and is continuing or shall immediately result therefrom, if, within five fifteen (515) Business Days following the receipt of such Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New JerseyProceeds, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in replacement assets, in the costs case of replacement a Casualty Event, or long-term assets, in the case of an Asset Sale, of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that, unless consented to in writing by the Administrative Agent, no such Reinvestment may be made in respect of an Asset Sale resulting from a Permitted Non-US License; provided, further, that if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three one hundred and sixty five eighty (365180) days following the receipt of such insurance proceeds or condemnation awards Net Cash Proceeds (such applicable period, the “Reinvestment Period”) (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety ninety-five (95) days following the last day of the Reinvestment Period, ninety-five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of . Any such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash) and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of resulting from such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Eventprepayment.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or Asset Sale (that is not otherwise permitted by Section 9.09 (other than pursuant to Section 9.09 (a), A) clause (b), (c), (d), (e), (f), (i), (m), l) thereof or (nB) or an Asset Sale relating to any Permitted License described in clause (G) of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal yeardefinition thereof)), the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to the sum of (i) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. , (Bii) Notwithstanding any accrued but unpaid interest on any principal amount of the foregoing Section 3.03(b)(i)(A)Loans being prepaid and (iii) any applicable Prepayment Fee and Exit Fee; provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five fifteen (515) Business Days following the receipt occurrence of any such Casualty Event or Asset Sale as a result of which the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Casualty Event at or in connection an aggregate amount less than $10,000,000 (or, with respect to any Permitted License described in clause (G) of the Borrower’s manufacturing facility definition thereof, $30,000,000 in Ledgewood, New Jerseythe aggregate over the term of this Agreement), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in the costs of replacement business of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within three hundred and sixty five (365) days following the receipt of such insurance proceeds or condemnation awards (such applicable periodthat, the “Reinvestment Period”) (or, if the Borrower has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three hundred sixty-five (365) days (the “Reinvestment Period Period”) following the occurrence of such Casualty Event or Asset Sale (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five one hundred eighty (95180) days following the last day of the Reinvestment Period, one hundred eighty (180) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount mandatory prepayment of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to the sum of (i) one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, (ii) any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Prepayment Fee and Exit Fee.

Mandatory Prepayments for Casualty Events or Asset Sales. Within three (A) Within five (53) Business Days following after the receipt of Net Cash Proceeds from the occurrence of any Casualty Event or Asset Sale (other than pursuant to Section 9.09 (a9.09(g), (b), (c), (d), (e), (f), (i), k) or (m), or (n) or an Asset Sale of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have is not been applied as a prepayment pursuant to this permitted by Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year9.09, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to the sum of (i) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. , (Bii) Notwithstanding any accrued but unpaid interest on any principal amount of the foregoing Section 3.03(b)(i)(A)Loans being paid and (iii) other than with respect to Net Cash Proceeds received from a Casualty Event, any applicable Yield Protection Premium or Exit Fee; provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five ten (510) Business Days following the receipt occurrence of any such Casualty Event or Asset Sale as a result of which the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jerseyan aggregate amount less than $15,000,000, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice (which may, for the avoidance of doubt be by e-mail) to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in inventory or long term replacement assets in the costs case of replacement Casualty Event, or inventory or long term assets, in the case of an Asset Sale, of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards (such applicable period, the “Reinvestment Period”) (or, if following the Borrower has entered into a binding commitment prior to the last day occurrence of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period)Casualty Event or Asset Sale, the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount mandatory prepayment of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to the sum of (i) one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds Asset Sale or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95ii) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Yield Protection Premium and or Exit Fee. Notwithstanding the foregoing, no mandatory prepayment shall be required pursuant to this Section 3.03(b)(i) in an aggregate amount equal to one hundred percent (100%) as a result of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty EventPermitted License.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five three (53) Business Days following of the receipt of Net Cash Proceeds from the occurrence of any Casualty Event or Asset Sale (that is not otherwise permitted by Section 9.09 (other than pursuant to Section 9.09 clause (al) thereof), (b), (c), (d), (e), (f), (i), (m), or (n) or an Asset Sale of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to the sum of (i) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. , (Bii) Notwithstanding any accrued but unpaid interest on any principal amount of the foregoing Section 3.03(b)(i)(A)Loans being prepaid and (iii) any applicable Prepayment Fee; provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five ten (510) Business Days following the receipt occurrence of any such Casualty Event or Asset Sale as a result of which the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jerseyan aggregate amount less than $10,000,000, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in the costs of replacement business of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards (such applicable period, the “Reinvestment Period”) (or, if following the Borrower has entered into a binding commitment prior to the last day occurrence of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period)Casualty Event or Asset Sale, the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount mandatory prepayment of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to the sum of (i) one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds Asset Sale or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95ii) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Yield Protection Premium and Exit Prepayment Fee. Notwithstanding the foregoing, no mandatory prepayment shall be required pursuant to this Section 3.03(b)(i)(A) as a result of any Permitted License. (B) Notwithstanding Section 3.03(b)(i)(A), (i) any BXCL 701 Secondary Disposition Proceeds or (ii) any BXCL 701 Primary Disposition Proceeds distributed to the Borrower or any Subsidiary that is not a BXCL 701 Subsidiary shall, in an aggregate amount equal to one hundred percent (100%) each case at the written election of the unused balance Administrative Agent, be subject to the following: (x) 50% of such Net Cash proceeds shall be deposited into a blocked account (the “BXCL 701 Disposition Proceeds Account”), and (y) the remainder of such proceeds may be retained by the Borrower or any other Obligor and used for any purpose permitted by this Agreement and the Loan Documents, except such proceeds shall not be used for any Restricted Payments; provided that the amount required to be deposited in the BXCL 701 Disposition Proceeds Account at any time shall not exceed 50% of the Loans outstanding at such time. The contents of the BXCL 701 Disposition Proceeds Account shall be released to the Borrower upon the delivery of a certification by the Borrower that net product revenue attributable to BXCL 501 for any trailing twelve (12) consecutive month period exceeds $45,000,000 for such period. The full amount in the BXCL 701 Disposition Proceeds Account shall be applied to prepay the Loans (i) if such amount has not been released by December 31, 2024 or (ii) at the option of the Administrative Agent, upon the occurrence of an Event of Default. (C) Notwithstanding Section 3.03(b)(i)(A), any BXCL 701 Subsidiary shall use the BXCL 701 Primary Disposition Proceeds received by any Obligor it solely (i) for the development and commercialization of BXCL 701 and the Emerging 701 Pipeline, (ii) for the acquisition or in-licensing of assets or for research and development purposes, in each case within the oncology field, (iii) in the case of a Qualifying IPO by IPO Co., to purchase Equity Interests in BXCL 701 Subsidiaries in connection with such Qualifying IPO, (iv) for reasonable and customary compensation expenses and for other ordinary course administrative and operational expenses, or (v) to make distributions to the Borrower or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty EventSubsidiary that is not a BXCL 701 Subsidiary.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or Asset Sale (that is not otherwise permitted by Section 9.09 (other than pursuant to Section 9.09 clause (al) thereof), (b), (c), (d), (e), (f), (i), (m), or (n) or an Asset Sale of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to the sum of (i) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. , (Bii) Notwithstanding any accrued but unpaid interest on any principal amount of the foregoing Section 3.03(b)(i)(A)Loans being prepaid and (iii) any applicable Prepayment Fee and Exit Fee; provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five fifteen (515) Business Days following the receipt occurrence of any such Casualty Event or Asset Sale as a result of which the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jerseyan aggregate amount less than $10,000,000, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale or insurance -40- 4882-5123-79004861-6868-3896 v.123 proceeds or condemnation awards in respect of such Casualty Event, to reinvest in the costs of replacement business of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three hundred and sixty five (365) days following the receipt of such insurance proceeds or condemnation awards (such applicable period, the “Reinvestment Period”) (or, if following the Borrower has entered into a binding commitment prior to the last day occurrence of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period)Casualty Event or Asset Sale, the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount mandatory prepayment of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to the sum of (i) one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds Asset Sale or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95ii) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Yield Protection Premium Prepayment Fee and Exit Fee. Notwithstanding the foregoing, no mandatory prepayment shall be required pursuant to this Section 3.03(b)(i) in an aggregate amount equal to one hundred percent (100%) as a result of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty EventPermitted License.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five three (53) Business Days following of the receipt of Net Cash Proceeds from the occurrence of any Casualty Event or Asset Sale (that is not otherwise permitted by Section 9.09 (other than pursuant to Section 9.09 clause (al) thereof), (b), (c), (d), (e), (f), (i), (m), or (n) or an Asset Sale of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to the sum of (i) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. , (Bii) Notwithstanding any accrued but unpaid interest on any principal amount of the foregoing Section 3.03(b)(i)(A)Loans being prepaid and (iii) any applicable Prepayment Fee; provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five ten (510) Business Days following the receipt occurrence of any such Casualty Event or Asset Sale as a result of which the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jerseyan aggregate amount less than $10,000,000, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in the costs of replacement business of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards (such applicable period, the “Reinvestment Period”) (or, if following the Borrower has entered into a binding commitment prior to the last day occurrence of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period)Casualty Event or Asset Sale, the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount mandatory prepayment of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to the sum of (i) one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds Asset Sale or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95ii) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Yield Protection Premium and Exit Prepayment Fee. Notwithstanding the foregoing, no mandatory prepayment shall be required pursuant to this Section 3.03(b)(i)(A) as a result of any Permitted License. (B) Notwithstanding Section 3.03(b)(i)(A), (i) any BXCL 701 Secondary Disposition Proceeds or (ii) any BXCL 701 Primary Disposition Proceeds distributed to the Borrower or any Subsidiary that is not a BXCL 701 Subsidiary shall, in an aggregate amount equal to one hundred percent (100%) each case at the written election of the unused balance Administrative Agent, be subject to the following: (x) [***]% of such Net Cash proceeds shall be deposited into a blocked account (the “BXCL 701 Disposition Proceeds received Account”), and (y) the remainder of such proceeds may be retained by any Obligor the Borrower or any other Obligor and used for any purpose permitted by this Agreement and the Loan Documents, except such proceeds shall not be used for any Restricted Payments; provided that the amount required to be deposited in the BXCL 701 Disposition Proceeds Account at any time shall not exceed -44- 268911794 v5 ​ ​ ​ [***]% of its Subsidiaries with respect the Loans outstanding at such time. The contents of the BXCL 701 Disposition Proceeds Account shall be released to the Borrower upon the delivery of a certification by the Borrower that net product revenue attributable to BXCL 501 for any trailing twelve (12) consecutive month period exceeds $[***] for such insurance proceeds period. The full amount in the BXCL 701 Disposition Proceeds Account shall be applied to prepay the Loans (i) if such amount has not been released by [***] or condemnation awards in respect (ii) at the option of such Casualty Eventthe Administrative Agent, upon the occurrence of an Event of Default. (C) [***].

Mandatory Prepayments for Casualty Events or Asset Sales. Within three (A) Within five (53) Business Days following the receipt of Net Cash Proceeds from the occurrence of any Casualty Event or within three (3) Business Days from the occurrence of any Asset Sale (other than pursuant to Section 9.09 Xxxxxxx 0.00 (ax), (bx), (cx), (dx), (ex), (fx), (ix), (mx), (x), (o), or (n) or an Asset Sale of the Permitted Minority Investmentsp)) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,0002,500,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year5,000,000, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment (which, for avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) shall be in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty EventEvent (above the foregoing thresholds), as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A); provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five three (53) Business Days following the receipt of such Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New JerseyProceeds, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale (which Net Cash Proceeds, in the case of an Asset Sale, shall be in an aggregate amount of less than $2,500,000) or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in the costs of replacement business of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within two hundred seventy (270) days following the receipt of such Net Cash Proceeds with respect to an Asset Sale or within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards Net Cash Proceeds with respect to a Casualty Event (such applicable period, the “Reinvestment Period”) (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety ninety-five (95) days following the last day of the Reinvestment Period, ninety-five (95) days after the expiry of the Reinvestment PeriodPeriod (or such longer period as the Administrative Agent may agree), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or any Asset Sale (other than pursuant to Section 9.09 (aXxxxxxx 0.00(x), (bx), (cx), (dx), (ex), (fx), (ix), (m), x) or (n) or an Asset Sale of the Permitted Minority Investmentso)) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year5,000,000, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest (which for the avoidance of doubt shall be paid in cash) on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A); provided that, so long as no Event of Default has occurred and is continuing or shall immediately result therefrom, if, within five fifteen (515) Business Days following the receipt of such Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New JerseyProceeds, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale (which Net Cash Proceeds, in the case of an Asset Sale, shall be in an aggregate amount of less than $5,000,000, and in the case of a Casualty Event, shall be in an aggregate amount of less than $10,000,000) or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in replacement assets, in the costs case of replacement a Casualty Event, or long-term assets, in the case of an Asset Sale, of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within two hundred seventy (270) days following the receipt of such Net Cash Proceeds with respect to an Asset Sale or within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards Net Cash Proceeds with respect to a Casualty Event (such applicable period, the “Reinvestment Period”) (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety ninety-five (95) days following the last day of the Reinvestment Period, ninety-five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of . Any such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash) and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or any Asset Sale (other than pursuant to Section 9.09 (a), (b), (c), (d), (e), (f), (i), (m), (n), (o), (p), (q) or (n) or an Asset Sale of the Permitted Minority Investmentsr)) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year5,000,000, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment (which, for avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) shall be in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A); provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five fifteen (515) Business Days following the receipt of such Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New JerseyProceeds, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale (which Net Cash Proceeds, in the case of an Asset Sale, shall be in an aggregate amount of less than $5,000,000, and in the case of a Casualty Event, shall be in an aggregate amount of less than $10,000,000) or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in the costs of replacement business of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within two hundred seventy (270) days following the receipt of such Net Cash Proceeds with respect to an Asset Sale or within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards Net Cash Proceeds with respect to a Casualty Event (such applicable period, the “Reinvestment Period”) (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety ninety-five (95) days following the last day of the Reinvestment Period, ninety-five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the ​ ​ unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or Asset Sale (that is not otherwise permitted by Section ‎9.09 (other than pursuant to Section 9.09 (a), A) clause (b), (c), (d), (e), (f), (i), (m), l) thereof or (nB) or an Asset Sale relating to any Permitted License described in clause (G) of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal yeardefinition thereof)), the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to the sum of (i) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. , (Bii) Notwithstanding any accrued but unpaid interest on any principal amount of the foregoing Section 3.03(b)(i)(A)Loans being prepaid and (iii) any applicable Prepayment Fee and Exit Fee; provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five fifteen (515) Business Days following the receipt occurrence of any such Casualty Event or Asset Sale as a result of which the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Casualty Event at or in connection an aggregate amount less than $10,000,000 (or, with respect to any Permitted License described in clause (G) of the Borrower’s manufacturing facility definition thereof, $30,000,000 in Ledgewood, New Jerseythe aggregate over the term of this Agreement), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in the costs of replacement business of the properties Borrower or assets that are any of its Subsidiaries (other than the subject of such Casualty Event Klisyri SPV) (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards (such applicable period, the “Reinvestment Period”) following the occurrence of such Casualty Event or Asset Sale (or, if the Borrower or any of its Subsidiaries (other than the Klisyri SPV) has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five one hundred eighty (95180) days following the last day of the Reinvestment Period, one hundred eighty (180) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount mandatory prepayment of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to the sum of (i) one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds Asset Sale or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95ii) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Yield Protection Premium Prepayment Fee and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or any Asset Sale (other than pursuant to Section 9.09 (a9.09(a), (b), (c), (d), (e), (f), (il), (m), or (n) or an Asset Sale of the Permitted Minority Investments(o)) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,0001,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year2,000,000, within two (2) Business Days following the receipt of such Net Cash Proceeds, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest (which for the avoidance of doubt shall be paid in cash) on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to one hundred percent (100%) of the such Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty EventEvent (for the purposes of clarity, in excess of the thresholds set forth herein), as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A); provided that, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five three (53) Business Days following the receipt of such Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New JerseyProceeds, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale (which Net Cash Proceeds, in the case of an Asset Sale, shall be in an aggregate amount of less than $1,000,000, and in the case of a Casualty Event, shall be in an aggregate amount of less than $2,000,000) or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in replacement assets, in the costs case of replacement a Casualty Event, or long-term assets, in the case of an Asset Sale, of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three one hundred and sixty five eighty (365180) days following the receipt of such insurance proceeds Net Cash Proceeds with respect to an Asset Sale or condemnation awards a Casualty Event (such applicable period, the “Reinvestment Period”) (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety ninety-five (95) days following the last day of the Reinvestment Period, ninety-five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of . Any such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash) and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or any Specified Asset Sale (other than pursuant to Section 9.09 (a), (b), (c), (d), (e), (f), (i), (m), or (n) or an Asset Sale of the Permitted Minority Investments) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes 10,000,000 after the aggregate total date of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal yearAgreement, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest (which shall be paid in cash) on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Specified Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A); provided that, so long as no Default or Event of Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of such Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New JerseyProceeds, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Specified Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in replacement assets, in the costs case of replacement a Casualty Event, or long-term assets, in the case of a Specified Asset Sale, of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Specified Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards Net Cash Proceeds (such applicable period, the “Reinvestment Period”) (or, if the Borrower has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of . Any such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash). The proceeds of any Casualty Event or Asset sale shall be held in a Controlled Account pending application, whether as a Mandatory Prepayment or Reinvestment. Notwithstanding any other provisions of this Section 3.03(b)(i), to the extent that the Borrower and the Administrative Agent agree that any or all of the Net Cash Proceeds of any Specified Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”), in each case giving rise to a prepayment event pursuant to Section 3.03(b)(ii) are or is prohibited, restricted or delayed by applicable Yield Protection Premium local law, rule or regulation (including, without limitation, financial assistance and Exit Feecorporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Borrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), or could reasonably be expected to result in an aggregate amount equal to one hundred percent material adverse tax consequences (100%including withholding tax) of the unused balance Borrower and its Subsidiaries, taken as a whole, the portion of such Net Cash Proceeds received so affected will not be required to be applied to prepay Loans at the times provided in this Section 3.03 but may be retained by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Eventthe applicable Foreign Subsidiary.

Mandatory Prepayments for Casualty Events or Asset Sales. (A) Within five (5) Business Days following the receipt of Net Cash Proceeds from Upon the occurrence of any Casualty Event or any Asset Sale (other than pursuant to Section 9.09 (a9.09(a), (b), (c), (d), (e), (f), (i), (m), or (n) or an Asset Sale of the Permitted Minority Investments(o)) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the aggregate total of Net Cash Proceeds that have not been applied as a prepayment pursuant to this Section 3.03(b)(i) from all such Casualty Events or Asset Sales to exceed $5,000,000 in any fiscal year5,000,000, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest (which for the avoidance of doubt shall be paid in cash) on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be. (B) Notwithstanding the foregoing Section 3.03(b)(i)(A); provided that, so long as no Event of Default has occurred and is continuing or shall immediately result therefrom, if, within five fifteen (515) Business Days following the receipt of such Net Cash Proceeds from a Casualty Event at or in connection with the Borrower’s manufacturing facility in Ledgewood, New JerseyProceeds, a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale (which Net Cash Proceeds, in the case of an Asset Sale, shall be in an aggregate amount of less than $5,000,000, and in the case of a Casualty Event, shall be in an aggregate amount of less than $10,000,000) or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in replacement assets, in the costs case of replacement a Casualty Event, or long-term assets, in the case of an Asset Sale, of the properties Borrower or assets that are the subject any of such Casualty Event its Subsidiaries (the a “NJ Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposespurpose; provided, further, that that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that such insurance proceeds or condemnation awards Net Cash Proceeds have not been so applied within two hundred seventy (270) days following the receipt of such Net Cash Proceeds with respect to an Asset Sale or within three hundred and sixty sixty-five (365) days following the receipt of such insurance proceeds or condemnation awards Net Cash Proceeds with respect to a Casualty Event (such applicable period, the “Reinvestment Period”) (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety ninety-five (95) days following the last day of the Reinvestment Period, ninety-five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. (C) Notwithstanding the foregoing Section 3.03(b)(i)(A), so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the receipt of Net Cash Proceeds from a Casualty Event (other than at or in connection with the Borrower’s manufacturing facility in Ledgewood, New Jersey), a Responsible Officer of the Borrower delivers to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the insurance proceeds or condemnation awards in respect of . Any such Casualty Event, to the costs of replacement of the properties or assets that are the subject of such Casualty Event (a “Reinvestment”), then such insurance proceeds or condemnation awards in respect of such Casualty Event in an aggregate amount not to exceed $1,500,000 in any fiscal year may be applied for such purpose in lieu of such mandatory prepayment to the extent such insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purposes; provided, further, that if such Casualty Event occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that in the event that such insurance proceeds or condemnation awards have not been so applied within the Reinvestment Period (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety five (95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment (which, for the avoidance of doubt, shall include any accrued but unpaid interest on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash) and any applicable Yield Protection Premium and Exit Fee) in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such insurance proceeds or condemnation awards in respect of such Casualty Event.