Common use of Mandatory Prepayments from Asset Sales Clause in Contracts

Mandatory Prepayments from Asset Sales. In the event of any Asset Sale not permitted by Section 6.7(a) to the extent not (1) required by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 days after receipt by the Company or any Subsidiary of the Company of Cash Proceeds of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after any Asset Sale, the Company shall deliver to the Lender an Officers' Certificate evidencing the extent to which the Cash Proceeds of such Asset Sale were used or will be used for Capital Expenditures. On the 90th day after receipt of Cash Proceeds of an Asset Sale in respect of which a prepayment based on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment of the Loan in an amount equal to the excess ("Proceeds Adjustment"), if any, of (1) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until the sum of such amounts and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with the making of any prepayment pursuant to this Section 2.6, the Company shall deliver to the Lender an Officers' Certificate demonstrating the derivation of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and shall be applied to payment of interest before application to principal and shall be subject to the provisions of Section 2.13 of this Agreement.

Mandatory Prepayments from Asset Sales. In the event of any Asset Sale not permitted by Section 6.7(a(a) to To the extent not (1) required by the Senior Credit Agreement pursuant to Section 6.12.7, within 90 days before or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 365 days after the receipt by the Company Borrower or any Subsidiary of the Company of Cash Proceeds its Subsidiaries of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after Amount from any Asset Sale, the Company Borrower shall deliver prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the Lender an Officers' Certificate evidencing terms of the extent to which documentation governing such Debt, with the Cash Net Proceeds of Amount from such Asset Sale were used (such other Senior Debt required to be prepaid or will repurchased (or offered to be used for Capital Expenditures. On prepaid or repurchased, “Other Applicable Debt”), then the 90th day after receipt of Cash Borrower may apply such Net Proceeds of an Asset Sale in respect of which Amount on a prepayment based pro rata basis (determined on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment basis of the Loan in an aggregate outstanding principal amount equal of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the excess ("Other Applicable Debt shall not exceed the amount of such Net Proceeds Adjustment")Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of (1such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until Term Loans and to the sum repurchase or prepayment of such amounts Other Applicable Debt, and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with amount of prepayment of the making of any prepayment Term Loans that would have otherwise been required pursuant to this Section 2.62.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the Company declined amount shall deliver to promptly (and in any event within five (5) Business Days after the Lender an Officers' Certificate demonstrating the derivation date of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and shall such rejection) be applied to payment prepay the Term Loans in accordance with the terms hereof. (b) Each prepayment of interest before application Term Loans made pursuant to principal and this Section 2.4.4 shall be subject (x) applied to the provisions Initial Term Loans, (y) applied to the scheduled repayment installments of principal of the Initial Term Loans prescribed in Section 2.13 2.4.2 following the date of such prepayment in direct order of maturity and (z) paid to the Initial Term Lenders in accordance with their respective Pro Rata Shares of such prepayment. (c) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to this AgreementSection 2.4.4 promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share of the prepayment.

Mandatory Prepayments from Asset Sales. In (a) To the event extent required pursuant to Section 6.12.7, within 90 days before or 365 days after the receipt by the Borrower or any of its Subsidiaries of any Net Proceeds Amount from any Asset Sale not permitted by Section 6.7(a) other than any Maui Disposition, the Borrower shall prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the extent not (1) time that any such prepayment would be required, the Borrower is required by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital ExpendituresTerm Loans), in each case within 60 days after receipt by pursuant to the Company or any Subsidiary terms of the Company of Cash documentation governing such Debt, with the Net Proceeds of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of Amount from such Asset Sale (such other Senior Debt required to be prepaid or repurchased (or offered to be prepaid or repurchased, “Other Applicable Debt”), then the Borrower may apply such Net Proceeds Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and subject Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the provisions Other Applicable Debt shall not exceed the amount of the next sentence) or (ii) if applicable, within 60 days after any Asset Sale, the Company shall deliver such Net Proceeds Amount required to be allocated to the Lender an Officers' Certificate evidencing the extent to which the Cash Proceeds of such Asset Sale were used or will be used for Capital Expenditures. On the 90th day after receipt of Cash Proceeds of an Asset Sale in respect of which a prepayment based on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment of the Loan in an amount equal Other Applicable Debt pursuant to the excess ("Proceeds Adjustment")terms thereof, and the remaining amount, if any, of (1such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until Term Loans and to the sum repurchase or prepayment of such amounts Other Applicable Debt, and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with amount of prepayment of the making of any prepayment Term Loans that would have otherwise been required pursuant to this Section 2.62.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the Company declined amount shall deliver promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Lender an Officers' Certificate demonstrating Term Loans in accordance with the derivation terms hereof. (b) Within five (5) Business Days after the receipt by the Borrower or any of Net Cash Proceeds of Sale from the gross sales price its Subsidiaries of any correlative Asset Sale. All mandatory Net Proceeds Amount in respect of any Maui Disposition (“Maui Disposition Proceeds”), the Borrower shall prepay Term A-2 Loans in an aggregate amount equal to 100% of such Maui Disposition Proceeds; provided that if, as a result of prepayments shall include payment of accrued interest on pursuant to this Section 2.4.4(b), the principal amount so prepaid of the Term A-2 Loans has been reduced to zero and any Maui Disposition Proceeds remain, the Borrower shall prepay Term A-1 Loans in an aggregate amount equal to the amount of such remaining Maui Disposition Proceeds. (c) Each prepayment of Term Loans made pursuant to this Section 2.4.4 shall be (x) except as set forth in Section 2.4.4(b), applied ratably to the Term A-1 Loans and the Term A-2 Loans, (y) applied to payment the scheduled repayment installments of interest before application to principal of such Term Loans prescribed in Section 2.4.2 following the date of such prepayment in direct order of maturity and shall be subject (z) paid to the provisions Term Lenders in accordance with their respective Pro Rata Shares of such prepayment. (d) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.13 2.4.4 promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of this Agreementsuch prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share of the prepayment.

Mandatory Prepayments from Asset Sales. In the event of any Asset Sale not permitted by Section 6.7(a(a) to To the extent not (1) required by the Senior Credit Agreement pursuant to Section 6.12.7, within 90 days before or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 365 days after the receipt by the Company Borrower or any Subsidiary of the Company of Cash Proceeds its Subsidiaries of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after Amount from any Asset Sale, the Company Borrower shall deliver prepay Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Loans), in each case pursuant to the Lender an Officers' Certificate evidencing terms of the extent to which documentation governing such Debt, with the Cash Net Proceeds of Amount from such Asset Sale were used (such other Senior Debt required to be prepaid or will repurchased (or offered to be used for Capital Expenditures. On prepaid or repurchased, “Other Applicable Debt”), then the 90th day after receipt of Cash Borrower may apply such Net Proceeds of an Asset Sale in respect of which Amount on a prepayment based pro rata basis (determined on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment basis of the Loan in an aggregate outstanding principal amount equal of the Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the excess ("Other Applicable Debt shall not exceed the amount of such Net Proceeds Adjustment")Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of (1such Net Proceeds Amount shall be allocated to the Loans in accordance with the terms hereof) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until Loans and to the sum repurchase or prepayment of such amounts Other Applicable Debt, and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with amount of prepayment of the making of any prepayment Loans that would have otherwise been required pursuant to this Section 2.62.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the Company declined amount shall deliver to promptly (and in any event within five (5) Business Days after the Lender an Officers' Certificate demonstrating the derivation date of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and shall such rejection) be applied to payment prepay the Loans in accordance with the terms hereof. (b) Each prepayment of interest before application Loans made pursuant to principal and this Section 2.4.4 shall be subject (x) applied to the provisions Loans, and (y) paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (c) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made by the Borrower pursuant to this Section 2.13 2.4.4 promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of this Agreementsuch prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. The Administrative Agent will promptly notify each applicable Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment.

Mandatory Prepayments from Asset Sales. In Within five (5) Business Days (or such longer period of time agreed to by the Banks hereunder) of each receipt by a Borrower or any of its Subsidiaries or Specified Affiliates of any Net Sale Proceeds from any Asset Sale, such Borrower shall prepay, or cause such Subsidiary or Specified Affiliate to prepay on behalf of such Borrower, to the Agent hereunder for the account of the Banks hereunder an amount equal to 100% of all Net Sale Proceeds from all such Asset Sales. Prepayments in respect of Asset Sales by HRT and its Subsidiaries (other than CCT and its Subsidiaries) pursuant to this subsection (b)(i) shall be applied to prepay the Tranche A Term Loan until paid in full, including accrued interest and fees and other amounts owing thereunder, together with interest accrued thereon to the date of prepayment, and prepayments in respect of Asset Sales by CCT and its Subsidiaries pursuant to this subsection (b)(i) shall be applied to prepay the Tranche B Term Loan until paid in full, including accrued interest and fees and other amounts owing thereunder, together with interest accrued thereon to the date of prepayment; provided, however, that in the event of any Asset Sale not permitted by Section 6.7(a) to the extent not (1) required by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case such prepayment of a repayment of a revolving loan, a permanent reduction in Eurodollar Loan other than on the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 days after receipt by the Company or any Subsidiary last day of the Company of Cash Proceeds of any Asset Sales occurring after the Funding DateInterest Period therefor, the Company Borrowers shall (i) prepay be obligated to reimburse the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after any Asset Sale, the Company shall deliver to the Lender an Officers' Certificate evidencing the extent to which the Cash Proceeds of such Asset Sale were used or will be used for Capital Expenditures. On the 90th day after receipt of Cash Proceeds of an Asset Sale Banks in respect of which a prepayment based on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment of the Loan in an amount equal to the excess ("Proceeds Adjustment"), if any, of (1) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until the sum of such amounts and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with the making of any prepayment thereof pursuant to this Section 2.6, the Company shall deliver to the Lender an Officers' Certificate demonstrating the derivation of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and shall be applied to payment of interest before application to principal and shall be subject to the provisions of Section 2.13 of this Agreement2.12.

Mandatory Prepayments from Asset Sales. In the event of any Asset Sale not permitted by Section 6.7(a(a) to To the extent not (1) required by the Senior Credit Agreement pursuant to Section ‎6.12.7, within 90 days before or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 365 days after the receipt by the Company Borrower or any Subsidiary of the Company of Cash Proceeds its Subsidiaries of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after Amount from any Asset Sale, the Company Borrower shall deliver prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the Lender an Officers' Certificate evidencing terms of the extent to which documentation governing such Debt, with the Cash Net Proceeds of Amount from such Asset Sale were used (such other Senior Debt required to be prepaid or will repurchased (or offered to be used for Capital Expenditures. On prepaid or repurchased, “Other Applicable Debt”), then the 90th day after receipt of Cash Borrower may apply such Net Proceeds of an Asset Sale in respect of which Amount on a prepayment based pro rata basis (determined on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment basis of the Loan in an aggregate outstanding principal amount equal of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the excess ("Other Applicable Debt shall not exceed the amount of such Net Proceeds Adjustment")Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of (1such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until Term Loans and to the sum repurchase or prepayment of such amounts Other Applicable Debt, and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with amount of prepayment of the making of any prepayment Term Loans that would have otherwise been required pursuant to this Section 2.6‎2.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the Company declined amount shall deliver to promptly (and in any event within five (5) Business Days after the Lender an Officers' Certificate demonstrating the derivation date of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and shall such rejection) be applied to payment prepay the Term Loans in accordance with the terms hereof. (b) Each prepayment of interest before application Term Loans made pursuant to principal and this Section ‎2.4.4 shall be subject (x) applied to the provisions Initial Term Loans, (y) applied to the scheduled repayment installments of principal of the Initial Term Loans prescribed in Section 2.13 ‎2.4.2 following the date of such prepayment in direct order of maturity and (z) paid to the Initial Term Lenders in accordance with their respective Pro Rata Shares of such prepayment. (c) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to 12660163v2 this AgreementSection ‎2.4.4 promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share of the prepayment.

Mandatory Prepayments from Asset Sales. In the event of any Asset Sale not permitted by Section 6.7(a(a) to To the extent not (1) required by the Senior Credit Agreement pursuant to Section 6.12.7, within 90 days before or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 365 days after the receipt by the Company Borrower or any Subsidiary of the Company of Cash Proceeds its Subsidiaries of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after Amount from any Asset Sale, the Company Borrower shall deliver prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the Lender an Officers' Certificate evidencing terms of the extent to which documentation governing such Debt, with the Cash Net Proceeds of Amount from such Asset Sale were used (such other Senior Debt required to be prepaid or will repurchased (or offered to be used for Capital Expenditures. On prepaid or repurchased, “Other Applicable Debt”), then the 90th day after receipt of Cash Borrower may apply such Net Proceeds of an Asset Sale in respect of which Amount on a prepayment based pro rata basis (determined on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment basis of the Loan in an aggregate outstanding principal amount equal of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the excess ("Other Applicable Debt shall not exceed the amount of such Net Proceeds Adjustment")Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of (1such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until Term Loans and to the sum repurchase or prepayment of such amounts Other Applicable Debt, and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with amount of prepayment of the making of any prepayment Term Loans that would have otherwise been required pursuant to this Section 2.62.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the Company declined amount shall deliver promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Lender an Officers' Certificate demonstrating Term Loans in accordance with the derivation terms hereof. (b) Each prepayment of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and Term Loans made pursuant to this Section 2.4.4 shall be applied to payment the then remaining installments of interest before application to principal and shall be subject the Initial Term Loans first, to the provisions next four (4) scheduled principal payments of the Term Loans required pursuant to Section 2.13 2.4.2, and second, to the remaining scheduled principal payments of the Term Loans required pursuant to Section 2.4.2 on a ratable basis, and paid to the Initial Term Lenders in accordance with their respective Pro Rata Shares of such prepayment. (c) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to this AgreementSection 2.4.4 promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share of the prepayment.

Mandatory Prepayments from Asset Sales. In the event of any Asset Sale not permitted by Section 6.7(a(a) to To the extent not (1) required by the Senior Credit Agreement pursuant to Section ‎6.12.7, within 90 days before or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 365 days after the receipt by the Company Borrower or any Subsidiary of the Company of Cash Proceeds its Subsidiaries of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after Amount from any Asset Sale, the Company Borrower shall deliver prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the Lender an Officers' Certificate evidencing terms of the extent to which documentation governing such Debt, with the Cash Net Proceeds of Amount from such Asset Sale were used (such other Senior Debt required to be prepaid or will repurchased (or offered to be used for Capital Expenditures. On prepaid or repurchased, “Other Applicable Debt”), then the 90th day after receipt of Cash Borrower may apply such Net Proceeds of an Asset Sale in respect of which Amount on a prepayment based pro rata basis (determined on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment basis of the Loan in an aggregate outstanding principal amount equal of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the excess ("Other Applicable Debt shall not exceed the amount of such Net Proceeds Adjustment")Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of (1such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until Term Loans and to the sum repurchase or prepayment of such amounts Other Applicable Debt, and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with amount of prepayment of the making of any prepayment Term Loans that would have otherwise been required pursuant to this Section 2.6‎2.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the Company declined amount shall deliver to promptly (and in any event within five (5) Business Days after the Lender an Officers' Certificate demonstrating the derivation date of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and shall such rejection) be applied to payment prepay the Term Loans in accordance with the terms hereof. (b) Each prepayment of interest before application Term Loans made pursuant to principal and this Section ‎2.4.4 shall be subject (x) applied to the provisions Initial Term Loans, (y) applied to the scheduled repayment installments of principal of the Initial Term Loans prescribed in Section 2.13 ‎2.4.2 following the date of such prepayment in direct order of maturity and (z) paid to the Initial Term Lenders in accordance with their respective Pro Rata Shares of such prepayment. (c) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to this AgreementSection ‎2.4.4 promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share of the prepayment.

Mandatory Prepayments from Asset Sales. In the event of any Asset Sale not permitted by Section 6.7(a(a) to To the extent not (1) required by the Senior Credit Agreement pursuant to Section 6.12.7, within 90 days before or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 365 days after the receipt by the Company Borrower or any Subsidiary of the Company of Cash Proceeds its Subsidiaries of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after Amount from any Asset Sale, the Company Borrower shall deliver prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the Lender an Officers' Certificate evidencing terms of the extent to which documentation governing such Debt, with the Cash Net Proceeds of Amount from such Asset Sale were used (such other Senior Debt required to be prepaid or will repurchased (or offered to be used for Capital Expenditures. On prepaid or repurchased, “Other Applicable Debt”), then the 90th day after receipt of Cash Borrower may apply such Net Proceeds of an Asset Sale in respect of which Amount on a prepayment based pro rata basis (determined on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment basis of the Loan in an aggregate outstanding principal amount equal of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the excess ("Other Applicable Debt shall not exceed the amount of such Net Proceeds Adjustment")Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of (1such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until Term Loans and to the sum repurchase or prepayment of such amounts Other Applicable Debt, and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with amount of prepayment of the making of any prepayment Term Loans that would have otherwise been required pursuant to this Section 2.62.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the Company declined amount shall deliver promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Lender an Officers' Certificate demonstrating Term Loans in accordance with the derivation terms hereof. (b) Each prepayment of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and Term Loans made pursuant to this Section 2.4.4 shall be applied to payment of interest before application to principal the Initial Term Loans and shall be subject paid to the provisions Initial Term Lenders in accordance with their respective Pro Rata Shares of such prepayment. (c) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.13 2.4.4 promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of this Agreementsuch prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share of the prepayment.

Mandatory Prepayments from Asset Sales. In Within five (5) Business Days (or such longer period of time agreed to by the event Banks entitled to proceeds in accordance with the provisions of this subsection as set forth below) of each receipt by HRT or any of its Subsidiaries or Specified Affiliates of any Net Sale Proceeds from any Asset Sale not permitted by Section 6.7(a) Sale, HRT shall prepay, or cause such Subsidiary or Specified Affiliate to prepay on behalf of HRT, to the extent not (1) required by Agent hereunder for the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness to prepay Senior Credit Agreement Obligations, (2) voluntarily used by account of the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in Banks hereunder an amount equal to 100% of all Net Sale Proceeds from all such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 60 days after receipt by the Company or any Subsidiary of the Company of Cash Proceeds of any Asset Sales occurring after as hereafter provided: (A) Net Sale Proceeds derived from the Funding Date, the Company Tranche A-1 Term Loan Designated Properties shall (i) prepay the Loan in an amount equal be applied first to the Estimated Net Cash Proceeds of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (accrued interest and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after any Asset Sale, the Company shall deliver to the Lender an Officers' Certificate evidencing the extent to which the Cash Proceeds of such Asset Sale were used or will be used for Capital Expenditures. On the 90th day after receipt of Cash Proceeds of an Asset Sale fees and other amounts owing in respect of which a prepayment based on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment of the Tranche A-1 Term Loan in an amount equal and then to the excess ("Proceeds Adjustment"), if any, of (1) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be applied to the prepayment of the Loan until the sum of such amounts and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with the making of any prepayment pursuant to this Section 2.6, the Company shall deliver to the Lender an Officers' Certificate demonstrating the derivation of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and of the Tranche A-1 Term Loan until paid in full. After payment in full of the Tranche A-1 Term Loan, any such proceeds shall be applied to payment accrued interest and fees and other amounts owing in respect of interest before application to principal and the Tranche A-2 Term Loan; (B) Net Sale Proceeds derived from the Tranche A-2 Term Loan Designated Properties shall be subject applied first to accrued interest and fees and other amounts owing in respect of the Tranche A-2 Term Loan and then to the provisions principal amount of Section 2.13 the Tranche A-2 Term Loan until paid in full. After payment in full of this Agreementthe Tranche A-2 Term Loan, any such proceeds shall be applied to accrued interest and fees and other amounts owing in respect of the Tranche A-1 Term Loan; and (C) Net Sale Proceeds derived from property other than the Tranche A-1 Term Loan Designated Properties or the Tranche A-2 Term Loan Designated Properties shall be applied first to accrued interest and fees and other amounts owing in respect of the Tranche A-1 Term Loan and then to the principal amount of the Tranche A-1 Term Loan until paid in full. After payment in full of the Tranche A-1 Term Loan, any such proceeds shall be applied to accrued interest and fees and other amounts owing in respect of the Tranche A-2 Term Loan.