Common use of Mandatory Prepayments; Prepayment Premium Clause in Contracts

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, other than with respect to any Net Cash Proceeds subject to a Reinvestment Event, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or (ii) any IP Sale, then other than with respect to any Net Cash Proceeds subject to a Reinvestment Event, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings ending December 31, 2013). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Total Term Commitments of each Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Date.

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Date (other than Excluded Indebtedness), concurrently with such incurrence, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). Nothing in this Section 3.2(a) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, other than with respect to any Net Cash Proceeds (x) subject to a Reinvestment EventEvent or (y) required to be applied to the prepayment of the Revolving Loan Indebtedness under the terms of the Revolving Loan Documents, such Net Cash Proceeds Proceeds, within three (3) Business Days of the expiration of the term applicable to the relevant Group Member to notify the Administrative Agent of its intent to reinvest all or a specified portion of such Net Cash Proceeds), shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e); provided, that, (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or 3.2(e), and (ii) prepayments under this Section 3.2(b) shall not be required to be made to the extent and for so long as the Holdings reasonably determines that any IP Salerequired repatriation of funds from the relevant Group Member in order to effect such prepayments would have a material adverse tax or cost consequence, then other than with respect to contravene any Net Cash Proceeds subject Requirement of Law or give rise to a Reinvestment Eventrisk of liability for the directors of the relevant Group Member. (c) Substantially concurrently with any Change of Control, an amount equal to not less than 75% of such Net Cash Proceeds Borrower shall be applied on such date toward the prepayment of prepay the Term Loans in full, to be applied as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings ending December 31, 20133.2(e). (d) Immediately upon any acceleration of any Loans pursuant to Section 8, Borrower shall repay all the Loans and other Obligations, unless only a portion of all the Loans and other Obligations is so accelerated (in which case the portion so accelerated shall be so repaid). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.83.8 and shall be accompanied by accrued interest to date of such prepayment on the principal amount prepaid and the Prepayment Premium or Make-Whole Premium, as applicable. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans andLoans, together with any accrued and unpaid interest thereon, second, to LIBOR RateSOFR Rate Loans. Each , together with any accrued and unpaid interest thereon, and third, to the prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidany other outstanding Obligations. (ef) The Total Term Commitments of each the Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Closing Date. (g) Prepayment Premium. Each prepayment under Section 3.1 or 3.2 (x) made on or prior to the second anniversary of the Closing Date shall be made subject to payment of the Make-Whole Premium and (y) made after the second anniversary of the Closing Date shall be subject to payment of the applicable Prepayment Premium set forth below (the “Prepayment Premium”) (which shall be calculated as the percentage set forth below multiplied by the amount being prepaid):

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Date (other than Excluded Indebtedness), concurrently with such incurrence, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). Nothing in this Section 3.2(a) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, other than with respect to any Net Cash Proceeds subject to a Reinvestment Event, such Net Cash Proceeds Proceeds, within three (3) Business Days of the expiration of the term applicable to the relevant Group Member to notify the Administrative Agent of its intent to reinvest all or a specified portion of such Net Cash Proceeds), shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e); provided, that, (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or 3.2(e), and (ii) prepayments under this Section 3.2(b) shall not be required to be made to the extent and for so long as the Holdings reasonably determines that any IP Salerequired repatriation of funds from the relevant Group Member in order to effect such prepayments would have a material adverse tax or cost consequence, then other than with respect to contravene any Net Cash Proceeds subject Requirement of Law or give rise to a Reinvestment Eventrisk of liability for the directors of the relevant Group Member. (c) Substantially concurrently with any Change of Control, an amount equal to not less than 75% of such Net Cash Proceeds Borrower shall be applied on such date toward the prepayment of prepay the Term Loans in full, to be applied as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings ending December 31, 20133.2(e). (d) Immediately upon any acceleration of any Loans pursuant to Section 8, Borrower shall repay all the Loans and other Obligations, unless only a portion of all the Loans and other Obligations is so accelerated (in which case the portion so accelerated shall be so repaid). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.83.8 and shall be accompanied by accrued interest to date of such prepayment on the principal amount prepaid and the Prepayment Premium or Make-Whole Premium, as applicable. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans andLoans, together with any accrued and unpaid interest thereon, second, to LIBOR RateSOFR Rate Loans. Each , together with any accrued and unpaid interest thereon, and third, to the prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidany other outstanding Obligations. (ef) The Total Term Commitments of each the Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Closing Date.

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, other than with respect to any Net Cash Proceeds subject to a Reinvestment Event, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or (ii) any IP Sale, then other than with respect to any Net Cash Proceeds subject to a Reinvestment Event, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings ending December 31, 2013). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Total Term Commitments of each Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Date.with

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness or Disqualified Capital Stock shall be incurred or issued by any Group Member after the Restatement Effective Closing Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale (other than an Intellectual Property Out-Licensing Event) or Recovery Event then, other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or (ii) any IP Sale, then other than with respect to any Net Cash Proceeds subject to a Reinvestment Event, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings the Borrower with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings the Borrower ending December 31, 2013). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to . The Borrower shall, on each Specified Reinvestment Prepayment Date, apply the ECF Percentage of any Specified Reinvestment Prepayment Amount toward the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Total Term Commitments of each Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Date.as set forth in

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or (ii) any IP Sale, then other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings ending December 31, 2013). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Rate Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Total Term Commitments of each Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Date.

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or (ii) any IP Sale, then other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings ending December March 31, 20132014). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Rate Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Total Term Commitments of each Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Date.

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Closing Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d). (bi) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or ). (ii) If on any date any Group Member shall receive Net Cash Proceeds from any IP Sale, then other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (cb) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings the Borrower with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings the Borrower ending December March 31, 20132012). (dc) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Rate Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ed) The Total Term Commitments of each Term Facility Commitment (and the Term Commitments of each Lender) shall terminate in their its entirety upon the funding thereof on the Restatement Effective earlier to occur of (i) the Closing Date and (ii) the Outside Date.

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness shall be incurred or issued by any Group Member after the Restatement Effective Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale or Recovery Event then, unless other than with respect to any Net Cash Proceeds subject to a Reinvestment EventNotice shall be delivered in respect thereofEvent, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or (ii) any IP Sale, then other unlessother than with respect to any Net Cash Proceeds subject to a Reinvestment EventNotice shall be delivered in respect thereofEvent, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings ending December 31, 2013). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Rate Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Total Term Commitments of each Term Facility (and the Term Commitments of each Lender) shall terminate in their entirety upon the funding thereof on the Restatement Effective Date.

Mandatory Prepayments; Prepayment Premium. (a) If any Indebtedness or(including, without limitation, any Disqualified Capital Stock) shall be incurred or issued by any Group Member after the Restatement Effective Closing Date (other than Excluded Indebtedness, excluding Replacement Term Loans), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). (b) If on any date any Group Member shall receive Net Cash Proceeds from (i) any Asset Sale (other than an Intellectual Property Out-Licensing Event) or Recovery Event then, other than with respect to any Net Cash Proceeds subject to unless a Reinvestment EventNotice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d) or (ii) any IP Sale, then other than with respect to any Net Cash Proceeds subject to a Reinvestment Event, an amount equal to not less than 75% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 3.2(d3.2(e). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 6.1(a) for the fiscal year of Holdings the BorrowerExcess Cash Flow Parent with respect to which such prepayment is made are required to be delivered to the Lenders (commencing with the fiscal year of Holdings the Borrower ending December 31, 2013). The Borrower shall, on each Specified Reinvestment Prepayment Date, apply the ECF Percentage of any Specified Reinvestment Prepayment Amount toward the prepayment of the Term Loans as set forth in Section 3.2(e). (d) If on any date any Group Member shall receive Net Cash Proceeds from a Disposition of all, or substantially all, of the Respiratory Business then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 60% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 3.2(e); provided, that, notwithstanding the foregoing, on the Reinvestment Prepayment Date with respect to such Disposition, an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 3.2(e). (e) Amounts to be applied in connection with prepayments made pursuant to Section 3.1 and this Section 3.2 shall be applied to the prepayment of the Term Loans in accordance with Section 3.8. The application of any prepayment pursuant to this Section 3.2 shall be made, first, to ABR Loans and, second, to LIBOR RateSOFR Rate Loans. Each prepayment of the Term Loans under this Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ef) The Total Term Commitments of each Term Facility Commitment (and the Term Commitments of each Lender) shall terminate in their its entirety upon the funding thereof on the Restatement Effective Closing Date.