Common use of Mandatory Clause in Contracts

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the case aggregate results in the realization or receipt by any Restricted Company of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Tranche A Net Cash Proceeds an aggregate principal amount of Initial Term Loan Lender’s Tranche A Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to Section 2.01(a)(i) the terms of the Existing Credit Agreement, (ii) in documentation governing such Indebtedness with the case of each Tranche B Term Loan Lender, upon the making Net Cash Proceeds of such Tranche B Term Loan Lender’s Tranche B Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans pursuant and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making prepayment of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan LenderOther Applicable Indebtedness; provided, upon the earlier of further, that (x) the making portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Delayed Draw Term Loan Lender’s Delayed Draw Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.01(a)(iv2.05(b)(i) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment shall be reduced accordingly and (y) to the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall terminate on the Maturity Date for the Revolving Credit Facilities. On promptly (and in any event within ten (10) Business Days after the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by rejection) be applied to prepay the Dollar Amount of Term Loans in accordance with the prepayment required to be so made.terms hereof;

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in Within ten Business Days after receipt by the case Borrower or any Restricted Subsidiary of each Tranche A Term Loan Lender, upon the making any Net Available Proceeds from any Asset Sale or series of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to related Asset Sales permitted by Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii8.01(d), (iiim), (n) or (o), the Borrower shall either (1) prepay an aggregate principal amount of Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrower to the extent permitted by Section 8.05 (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in the case of each Tranche C Term Loan Lender, upon the making an aggregate amount equal to 100% of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) Net Available Proceeds (with any prepayments of the Existing Credit Agreement and Loans to be applied as set forth in clauses (iv) and (vi) below); provided, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the case business of each Delayed Draw Term Loan Lender, upon the earlier Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the making date of receipt of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) Net Available Proceeds of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and such Asset Sale or (y) if the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall terminate on be immediately applied to the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit the Loans of any Class is required to be made pursuant to or other term Indebtedness as set forth in this Section 2.05(b)(vii2.04(b)(i), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrowers state in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Borrower or the applicable Subsidiary intends to Section 2.01(a)(i) invest or reinvest, as applicable, within 365 days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the case Borrowers’ notice with such 365-day period. Promptly after the end of such 365-day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant prepayment shall be applied then to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On Loans until paid in full and then to the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeSwing Loans.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Designated Agent provides a written notice in conformity with Section 2.10(b)(ii) to the Borrower that, on any date, the sum of (A) the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Dollars then outstanding and (B) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Committed Currencies then outstanding exceeds 102% of the aggregate Commitments of the Lenders on such date, the Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Advances, and/or to the extent necessary, deposit into the LC Collateral Account in Dollars, an amount (which amount shall be held by the Designated Agent, for the benefit of the Lenders, as cash collateral for the Borrower’s obligations with respect to outstanding Letters of Credit) necessary so that, after giving effect to such prepayment of Advances and such deposit, the sum of (A) and (B) above less the amount to be deposited in the case LC Collateral Account does not exceed 100% of each Tranche A Term Loan Lenderthe aggregate Commitments of the Lenders on such date as set forth in the written notice from the Designated Agent to the Borrower pursuant to the terms hereof. Any such amounts so deposited with the Designated Agent as cash collateral in the LC Collateral Account shall (so long as no Event of Default has occurred and is continuing) be released to the Borrower on the date on which the sum of (A) and (B) above does not exceed 100% of the sum of the aggregate Commitments of the Lenders and the amount on deposit in the LC Collateral Account (after giving effect to any proposed release) on such date. In connection therewith, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) request of the Existing Credit AgreementDesignated Agent the Borrower shall, (ii) in to the case of each Tranche B Term Loan Lenderextent the LC Collateral Account has not theretofore been opened, upon open the making of LC Collateral Account with the Designated Agent and enter into such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce documents relating thereto as are reasonably requested by the Dollar Amount of Designated Agent and mutually acceptable between the prepayment required to be so madeBorrower and the Designated Agent.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five Business Days after such Net Cash Proceeds are received, prepay Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds (such mandatory prepayments to be applied as set forth in clause (iii) below); provided that, in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(iany event described in clause (a) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 definition of the Existing Credit Agreement (a)(ii)term “Prepayment Event”, (iii) in the case so long as no Event of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) Default shall have occurred and be continuing and notice of the Existing Credit Agreement and (iv) in intent to utilize the case reinvestment provisions of each Delayed Draw Term Loan Lender, upon this proviso is provided to the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant Administrative Agent prior to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any such prepayment of Revolving Credit Loans of any Class is would otherwise be required to be made made, if the Borrower and/or its applicable Restricted Subsidiary invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Restricted Subsidiaries, then no prepayment shall be required pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments this paragraph in respect of such Class shall automatically and permanently reduce by Net Cash Proceeds from such Prepayment Event (or the Dollar Amount applicable portion of the prepayment such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not been so madeinvested (or committed to be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 120 days after such 365-day period), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the case realization or receipt by any member of each Tranche A Term Loan Lenderthe Restricted Group of Net Available Cash, upon the making relevant Borrower shall cause to be prepaid on the date of the realization or receipt by any member of the Restricted Group of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this clause (i), on the date such reinvestment period expires), subject to Section 2.01(a)(iclause (b)(vii) of this Section 2.05, an aggregate principal amount of Loans in an amount which is the Existing Credit Agreementlesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance); provided that at the option of the Borrowers, (ii) the Borrowers may use all or any portion of the Net Available Cash received in connection with an Asset Disposition in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case of each Tranche B Term Loan Lender, upon the making within 12 months of such Tranche B Term Loan Lender’s Tranche B Term receipt, and such proceeds shall not be required to be applied to prepay the Loans pursuant except to Section 2.01 the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this clause (b)(i)), as of the Existing Credit Agreement date or such termination; and provided further that, if at the time that any such prepayment would be required, any Borrower (a)(ii), (iiior any Restricted Subsidiary) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made offer to prepay or repurchase other Senior Secured Indebtedness pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments terms of the documentation governing such Indebtedness with the net proceeds of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment Asset Disposition (such Senior Secured Indebtedness required to be offered to be so maderepurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and provided further that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $200,000,000 and 3.0% of Total Assets.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the case realization or receipt by any member of each Tranche A Term Loan Lenderthe Restricted Group of Net Available Cash, upon the making relevant Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit AgreementNet Available Cash (or, (ii) in the case event of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Net Available Cash which may be reinvested as set forth below in this Section 2.01 of the Existing Credit Agreement (a)(ii2.05(b)(i), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the Revolving Credit Commitments lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that at the option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition may be used in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such Class receipt, and such proceeds shall automatically and permanently reduce by the Dollar Amount of the prepayment not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so madeused or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period (the “Reinvestment End Date”)), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, however, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $200,000,000 and 3.0% of Total Assets.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrower states in its notice of such Tranche event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term Loan Lender’s Tranche A Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii2.8(d), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in Following the case end of each Tranche A Term Loan Lenderfiscal year of the Holdings, upon commencing with the making fiscal year ending December 31, 2022, the Borrower shall prepay Loans in an aggregate amount equal to (A) the ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of any voluntary prepayments in respect of Loans and other Indebtedness permitted to be incurred hereunder that ranks pari passu with the Loans (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) during such fiscal year or, without duplication, after the end of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant fiscal year but prior to Section 2.01(a)(ithe date on which the prepayment described in this clause (i) of the Existing Credit Agreement(each, an “Excess Cash Flow Prepayment”) is required less (iiC) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of cash actually paid by Holdings and its Delayed Draw Term Loan Commitment Restricted Subsidiaries during such fiscal year on account of capital expenditures, Permitted Acquisitions or other Permitted Investments (other than any amounts that were committed during a prior fiscal year to the extent such amounts reduced the Excess Cash Flow Prepayment in such prior fiscal year per clause (y) hereof (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)), and (y) without duplication of amounts deducted from the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on Excess Cash Flow Prepayment in respect of a prior period, at the Maturity Date for option of the Revolving Credit Facilities. On Borrower, the date any prepayment of Revolving Credit Loans of any Class is aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the Excess Cash Flow Prepayment is required relating to capital expenditures, Permitted Acquisitions or other Permitted Investments, in each case, to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such period (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized in cash to finance such capital expenditure, Permitted Acquisition or other Permitted Investment during such subsequent period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of the Excess Cash Flow Prepayment at the end of such subsequent period of four consecutive fiscal quarters, less (D) permitted Restricted Payments paid in cash or otherwise declared by Holdings during such fiscal year or, at the option of the Borrower, prior to the date on which the Excess Cash Flow Prepayment is required and permitted Restricted Payments paid in cash or otherwise declared by any Restricted Subsidiary to any person other than Holdings or any of the Restricted Subsidiaries during such fiscal year or, at the option of the Borrower, prior to the date on which the Excess Cash Flow Prepayment is required, in each case in accordance with Section 7.06; provided that, with respect to any reduction for any declared Restricted Payments, to the extent the aggregate amount actually utilized in cash in connection with any such Restricted Payment during the subsequent period of four consecutive fiscal quarters is less than the declared amount, the amount of such shortfall shall be added to the calculation of the Excess Cash Flow Prepayment at the end of such subsequent period of four consecutive fiscal quarters. Each Excess Cash Flow Prepayment shall be applied as set forth in clause (v) below and shall be made no later than the date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 2.05(b)(vii), 6.01(a) with respect to the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madefiscal year for which Excess Cash Flow is being calculated.

Mandatory. The Term Commitment Any Net Proceeds from Asset Sales or an Event of each Term Lender shall be automatically and permanently reduced to $0 (iLoss that are not applied or invested as provided in Section 6.2.5(b) in will constitute “Excess Proceeds.” When the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment Excess Proceeds exceeds $250.0 million (or at an earlier time, at the option of the Borrowers), within ten Business Days thereof, the Company will prepay Advances and may make an offer to all holders of other Indebtedness that is secured by a Lien on the Collateral and that is pari passu with Obligations or any Guarantees with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets or events of loss to purchase, prepay or redeem (ysuch other Indebtedness, “Pari Passu Prepayment Indebtedness”) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate maximum principal amount of Advances and such other pari passu Indebtedness (plus all accrued interest on the Maturity Date for Indebtedness and the Revolving Credit Facilitiesamount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. On If any Excess Proceeds remain after consummation of an offer to holders of Pari Passu Prepayment Indebtedness, the date any prepayment Company shall prepay Advances in an amount equal to such Excess Proceeds. If the aggregate principal amount of Revolving Credit Loans of any Class is Advances and such other pari passu Indebtedness required to be made pursuant prepaid or redeemed or tendered into an applicable offer to Section 2.05(b)(vii)prepay or redeem, in each case, hereunder or under the applicable documentation governing such Indebtedness exceeds the amount of Excess Proceeds, the Revolving Credit Commitments of Advances and such Class other Indebtedness shall automatically and permanently reduce by be prepaid, redeemed or repurchased on a pro rata basis based on the Dollar Amount of the prepayment principal amounts tendered or required to be so madeprepaid or redeemed, as applicable.

Mandatory. (i) The Term Commitment Borrowers shall, on the Business Day following the date of each Term Lender receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) the Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the Borrowers shall be automatically required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C), (D) or (E) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and permanently reduced their Subsidiaries shall exceed $10,000,000, only 75% of such excess amount of Net Cash Proceeds received shall be required to $0 be applied to prepayment hereunder, (iC) in the case of each Tranche A Term Loan LenderNet Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), upon to the making extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such Tranche A Term event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Lender’s Tranche A Term Loans pursuant Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to Section 2.01(a)(i) of the Existing Credit Agreementbe applied to any prepayment hereunder, (iiD) in the case of each Tranche B Term Loan LenderExtraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, upon the making of no such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Extraordinary Receipts Proceeds shall be required to Section 2.01 of the Existing Credit Agreement be applied to any prepayment hereunder and (a)(ii), (iiiE) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) Extraordinary Receipts Proceeds on account of the Existing claims subject to the Xxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Subsidiaries for funding the settlement fund described in the definition of “Xxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Each such prepayment shall be applied first ratably to the outstanding Revolving Credit Agreement and Facility as set forth in clause (iv) below, and second, if required under Section 2.03(g), deposited in the L/C Cash Collateral Account, in each case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date without any prepayment of Revolving Credit Loans reduction of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeCommitments.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) No later than the date that is five Business Days after each Quarterly Payment Date, the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(iv) and (viii) below, an aggregate principal amount of Term Loans equal to the case Applicable Cash Percentage of each Tranche A Term Loan LenderAvailable Cash, upon if any, for such fiscal quarter minus the making amount of all Permitted Deductions during such Tranche A Term Loan Lender’s Tranche A fiscal quarter or the amount of all Permitted Deductions reasonably expected (as determined by the Borrower Representative in good faith) during the following fiscal quarter (such amount, “Excess Cash Flow”); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase or make a payment with respect to any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to Section 2.01(a)(i) the terms of the Existing Credit Agreement, documentation governing such Indebtedness (iior any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) in the case of each Tranche B Term Loan Lender, upon the making of with such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement Excess Cash Flow (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is Indebtedness required to be made pursuant offered to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment be so repurchased or required to be so madepaid, “Other Applicable Indebtedness”), then the Borrowers may apply such Excess Cash Flow on a pro rata basis to the Term Loan and Other Applicable Indebtedness determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that (A) the portion of such Excess Cash Flow allocated to Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If (1) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(v)); (2) any Casualty Event occurs, that results in the case realization or receipt by the Borrower or such Restricted Subsidiary of each Tranche A Term Loan LenderNet Proceeds in excess of $10 million, upon the making Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or Restricted Subsidiary of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full Net Proceeds an aggregate principal amount of its Delayed Draw Term Loan Commitment and Loans in an amount equal to 100% of all Net Proceeds received in order of application set forth in Section 2.05(b)(v) below; provided, that if at the time that any such prepayment would be required, the Borrower (yor any Restricted Subsidiary) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(b)(vii2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid (after giving effect to any requirement that the declined amounts be offered to other holders of such Other Applicable Indebtedness), the Revolving Credit Commitments declined amount shall promptly (and in any event within ten (10) Business Days after the date of such Class rejection) be applied to prepay the Loans in accordance with the terms hereof; provided, further, that no prepayment shall automatically and permanently reduce by be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Proceeds that the Dollar Amount Borrower or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined to reinvest (as set forth in a notice from the Borrower to the Administrative Agent to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the prepayment required to be so madeapplicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in Within ten Business Days after receipt by the case Borrower or any Restricted Subsidiary of each Tranche A Term Loan Lender, upon the making any Net Available Proceeds from any Asset Sale or series of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to related Asset Sales permitted by Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii8.01(d), (iiik), (l) or (m), the Borrower shall either (1) prepay an aggregate principal amount of Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrower to the extent permitted by Section 8.05 (other than Section 8.05(i)) (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in the case of each Tranche C Term Loan Lender, upon the making an aggregate amount equal to 100% of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) Net Available Proceeds (with any prepayments of the Existing Credit Agreement and Loans to be applied as set forth in clauses (iv) and (vi) below); provided, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the case business of each Delayed Draw Term Loan Lender, upon the earlier Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the making date of receipt of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) Net Available Proceeds of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and such Asset Sale or (y) if the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall terminate on be immediately applied to the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit the Loans of any Class is required to be made pursuant to or other term Indebtedness as set forth in this Section 2.05(b)(vii2.04(b)(i), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in an amount exceeding $100,000 in any fiscal year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided, in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) each Disposition and Event of Loss, if the making Borrower states in its notice of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant event that the Borrower or the applicable Subsidiary intends to Section 2.01(a)(iv) invest or reinvest, as applicable, within 180 days of the Existing Credit Agreement applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets or other assets used or useful in the full aggregate Borrower and its Subsidiaries’ business other than inventory, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 180-day period, and promptly after the end of such 180-day period, the Borrower shall promptly prepay the Obligations in the amount of its Delayed Draw Term Loan Commitment such Net Cash Proceeds not so invested or reinvested and (y) Net Cash Proceeds constituting proceeds of business interruption insurance maintained the Delayed Draw Term Loan Commitment Termination DateBorrower or applicable Subsidiary following an Event of Loss, no mandatory prepayment of such Net Cash Proceeds shall be required under this clause (i). The Revolving Credit Commitments amount of each such prepayment shall terminate on be applied first to the Maturity Date for outstanding Term Loans until paid in full and then to the Revolving Credit Facilities. On the date any prepayment Line of Revolving Credit Loans (without any reduction in the Line of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeCommitments) until paid in full.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $250,000 individually or $500,000 on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $250,000 individually or $500,000 on a cumulative basis in any fiscal year of the Borrower; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrower states in its notice of such Tranche A Term Loan Lenderevent that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s Tranche A notice within such one hundred eighty (180) day period. Promptly after the end of such one hundred eighty (180) day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $250,000 individually or $500,000 on a cumulative basis in any fiscal year of the Borrower not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans pursuant until paid in full, and then to Section 2.01(a)(i) the Revolving Loans until paid in full (without a permanent reduction of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit FacilitiesCommitments). On If the date any prepayment Administrative Agent or the Required Lenders so request, all proceeds of Revolving Credit Loans such Disposition or Event of any Class is required to Loss shall be made pursuant to Section 2.05(b)(vii)deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Revolving Credit Commitments Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended January 31, 2020) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus (B) the sum of all voluntary prepayments of Term Loans, Incremental Equivalent Debt and Refinancing Equivalent Debt (in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the Obligations under Term Loans), during such Excess Cash Flow Period or, without duplication across Excess Cash Flow Periods, after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due (limited in the case of any voluntary prepayments made pursuant to Section 2.05(a)(v) to the discounted amount actually paid in respect of the principal amount of such Term Loans (as opposed to the face amount so prepaid)) and (2) all voluntary prepayments of Revolving Loans during such Excess Cash Flow Period or, without duplication across Excess Cash Flow Periods, after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due, to the extent the “Commitments” (as defined under the Revolving Credit Agreement) are permanently reduced by the amount of such payments and, in the case of each Tranche A of the immediately preceding clauses (1) and (2), to the extent such prepayments are funded with Internally Generated Cash (the difference of (A) minus (B), the “ECF Prepayment Amount”); provided, however, that if at the time that any such prepayment would be required, Holdings (or any Restricted Subsidiary of Holdings) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the Obligations under any Class of Term Loan LenderLoans, upon pursuant to the making terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the applicable Class of Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Tranche A ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the applicable Class of Term Loan Lender’s Tranche A Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the applicable Class of Term Loans in accordance with the terms hereof; provided, further, that no prepayment of Term Loans pursuant to this Section 2.01(a)(i2.05(b)(i) of shall be required with respect to any Excess Cash Flow Period unless and to the Existing Credit Agreement, (ii) in extent that the case of each Tranche B Term Loan Lender, upon the making of ECF Prepayment Amount is at least $25,000,000 for such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeperiod.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Credit Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $250,000 individually or on a cumulative basis in any fiscal year of Credit Parties, then (x) Borrower Representative shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Credit Party or such Subsidiary in respect thereof) and (y) promptly (and in any event within five (5) Business Days) upon receipt by any Credit Party or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $250,000; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon the making if Borrower Representative states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Credit Party or Subsidiary intends to Section 2.01(a)(iinvest or reinvest, as applicable, within one hundred eighty (180) days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in the case similar like-kind assets, then so long as no Default or Event of each Tranche B Term Loan LenderDefault then exists, upon the making Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Net Cash Proceeds to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of extent such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of Net Cash Proceeds are either (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and actually invested or reinvested or (y) committed to be invested or reinvested, in each case as described in Borrower Representative’s notice with such 180-day period. Promptly after the Delayed Draw Term Loan Commitment Termination Dateend of such 180-day period, Borrower Representative shall notify the Agent whether such Credit Party or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in Borrower Representative’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so invested or reinvested. The amount of each such prepayment shall be applied first to any outstanding Overadvances, then to the outstanding Term Loans until paid in full (applied on a pro rata basis over the remaining principal amortization payments thereof), and, then to (in the order determined by Agent but without a reduction in Revolving Credit Commitments shall terminate on the Maturity Date for Commitments) the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)Loans, the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeSwing Loans, Reimbursement Obligations.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the case aggregate results in the realization or receipt by any Restricted Company of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Tranche A Net Cash Proceeds an aggregate principal amount of Initial Term Loan Lender’s Tranche A Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to Section 2.01(a)(i) the terms of the Existing Credit Agreement, (ii) in documentation governing such Indebtedness with the case of each Tranche B Term Loan Lender, upon the making Net Cash Proceeds of such Tranche B Term Loan Lender’s Tranche B Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans pursuant and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making prepayment of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan LenderOther Applicable Indebtedness; provided, upon the earlier of further, that (x) the making portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Delayed Draw Term Loan Lender’s Delayed Draw Net Cash Proceeds shall be allocated to the Initial Term Loans and the 2022 Incremental Term B- 2 Loans on a pro rata basis in accordance with the terms hereof to the prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans, as applicable, and the amount of prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans that would have otherwise been required pursuant to this Section 2.01(a)(iv2.06(b)(i) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment shall be reduced accordingly and (y) to the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall terminate on the Maturity Date for the Revolving Credit Facilities. On promptly (and in any event within ten (10) Business Days after the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically rejection) be applied to prepay the Initial Term Loans and permanently reduce by the Dollar Amount of 2022 Incremental Term B-2 Loans on a pro rata basis in accordance with the prepayment required to be so made.terms hereof; 91

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay (or, in the case of each Tranche A the Incremental Term Loan LenderFacility, if any, offer to purchase at par), immediately upon the making receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Tranche A Term Loan Lender’s Tranche A Term Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.01(a)(i2.04(b)(i) of or reinvested pursuant to the Existing Credit Agreementproviso set forth below, (ii) exceeds $150,000,000; provided, that, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of each Tranche B Term Loan Lendera Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, upon further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the making election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the receipt of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to Section 2.01 the Administrative Agent); and provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Existing Credit Agreement (a)(iiLoans as set forth in this Section 2.04(b)(i), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) At any time in the case which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of each Tranche A Term Loan Lenderits Subsidiaries (other than Agway Subsidiaries, upon the making Inactive Subsidiaries or Excluded Subsidiaries) Disposes of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to any property (other than any Disposition of any property permitted by Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii7.05(a), (b), (c), (d), (e) or (h) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) in and (v) below); provided, however, that (A) the case of each Tranche C Term Loan Lender, upon the making first $25,000,000 of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.01(a)(iii2.05(b)(i), and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) in excess of the Existing Credit Agreement Exempt Proceeds, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i), and (ivB) in if a Default has occurred and is continuing at any time that the case of each Delayed Draw Term Loan LenderBorrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, upon such Net Cash Proceeds shall be immediately applied to the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) prepayment of the Existing Credit Agreement Loans as set forth in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to this Section 2.05(b)(vii2.05(b)(i), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment At the end of each Term Lender the third (3rd) year after the Effective Date hereof, CONTRACTOR shall be automatically and permanently reduced relinquish to $0 (i) in the case GOVERNMENT a total of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(itwenty five percent ( 25%) of the Existing Credit Agreement, (ii) original Area on the Effective date not then converted to a Development Lease or Lease(s). Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases so as to enable the case of each Tranche B Term Loan Lender, upon relinquishment requirements to be precisely fulfilled. At the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 end of the Existing Credit Agreement fifth (a)(ii)5th) year after the Effective Date hereof, (iii) in CONTRACTOR shall relinquish to the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iiiGOVERNMENT an additional twenty five percent ( 25% ) of the Existing Credit Agreement original Area on the Effective date not then converted to a Development Lease or Lease(s). Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases so as to enable the relinquishment requirements to be precisely fulfilled. Without prejudice to Articles III and XXIII and the last three paragraphs of this Article V (iva), at the end of the seventh (7th) year of the Exploration period, CONTRACTOR shall relinquish the remainder of the Area not then converted to a Development Lease(s). It is understood that at the time of any relinquishment the areas to be converted into Development Leases and which are submitted to the Minister of Petroleum for his approval according to Article III (d) shall, subject to such approval, be deemed converted to Development Leases. CONTRACTOR shall not be required to relinquish any Exploration Block or Blocks on which a Commercial Oil or Gas Well is discovered before the period of time referred to in Article III (c) given to CONTRACTOR to determine whether such Well is a Commercial Discovery worthy of Development or to relinquish an Exploration Block in respect of which a notice of Commercial Gas Discovery has been given to EGPC subject to EGPC's right to agree on the existence of a Commercial Discovery pursuant to Article III (c), and without prejudice to the requirements of Article III (e). In the event at the end of the initial Exploration period or either of the two successive extensions of the initial Exploration period, a well is actually drilling or testing, CONTRACTOR shall be allowed up to six (6) months to enable it to discover a Commercial Oil or Gas Well or to establish a Commercial Discovery, as the case may be. However, any such extension of each Delayed Draw Term Loan Lender, upon up to six (6) months shall reduce the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) length of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)next succeeding Exploration Period, the Revolving Credit Commitments of such Class shall automatically and permanently reduce as applicable, by the Dollar Amount of the prepayment required to be so madethat amount.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrowers state in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Borrower or the applicable Subsidiary intends to Section 2.01(a)(i) invest or reinvest, as applicable, within 365 days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the case Borrowers’ notice within such 365‑day period. Promptly after the end of such 365‑day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each Tranche B Term Loan Lender, upon such prepayment shall be applied then to the making of such Tranche B Term Loan Lender’s Tranche B Term U.S. Revolving Loans pursuant and the Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to Section 2.01 of the Existing Credit Agreement U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (a)(iiin accordance with the outstanding principal amounts thereof), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the case aggregate results in the realization or receipt by any Restricted Company of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Tranche A Net Cash Proceeds an aggregate principal amount of Initial Term Loan Lender’s Tranche A Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to Section 2.01(a)(i) the terms of the Existing Credit Agreement, (ii) in documentation governing such Indebtedness with the case of each Tranche B Term Loan Lender, upon the making Net Cash Proceeds of such Tranche B Term Loan Lender’s Tranche B Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans pursuant and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making prepayment of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan LenderOther Applicable Indebtedness; provided, upon the earlier of further, that (x) the making portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Delayed Draw Term Loan Lender’s Delayed Draw Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.01(a)(iv2.06(b)(i) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment shall be reduced accordingly and (y) to the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall terminate on the Maturity Date for the Revolving Credit Facilities. On promptly (and in any event within ten (10) Business Days after the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by rejection) be applied to prepay the Dollar Amount of Initial Term Loans in accordance with the prepayment required to be so made.terms hereof;

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries in respect of its property or assets, after the first $20,000,000 of Net Cash Proceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or series of related events, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the case business which may (but are not required to) be a replacement, restoration or repair of each Tranche A Term Loan Lenderthe assets or property in respect of which the Extraordinary Receipt was received, upon the making it shall deliver written notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the date of receipt of such Net Cash Proceeds, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.01(a)(i2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Existing Credit Agreement, (ii) Loans as set forth in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to this Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made2.05.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in the case If (1) Parent or any Restricted Subsidiary Disposes of each Tranche A Term Loan Lender, upon the making any property or assets (other than any Disposition of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to any property or assets permitted by Section 2.01(a)(i) of the Existing Credit Agreement, 7.04 (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to excluding dispositions permitted by Section 2.01 of the Existing Credit Agreement (a)(ii7.04(m), (iiis), (u) and (v)) or (2) any Casualty Event occurs, that results in the case realization or receipt by Parent or such Restricted Subsidiary of each Tranche C Term Loan LenderNet Proceeds in excess of $10 million, upon the making Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full Net Proceeds an aggregate amount of its Delayed Draw Term Loan Commitment and Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (yor any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on Obligations) pursuant to the Maturity Date for terms of the Revolving Credit Facilities. On documentation governing such Indebtedness with the date net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any prepayment of Revolving Credit Loans of any Class is Refinancing Indebtedness in respect thereof) required to be made pursuant offered to Section 2.05(b)(viibe so repurchased, “Other Applicable Indebtedness”), then the Revolving Credit Commitments Borrowers (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Class net proceeds allocated to the Other Applicable Indebtedness shall automatically and permanently reduce by not exceed the Dollar Amount amount of the prepayment such net proceeds required to be so madeallocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Proceeds that Parent or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined to reinvest (as set forth in a notice from Parent to the Administrative Agent to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby.

Mandatory. (i) The Term Commitment Borrower shall, on the Business Day following the date of each Term Lender receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) the Borrower shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.06(b)(i) exceeds $5,000,000 (at such time the Borrower shall be automatically required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C) or (D) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and permanently reduced their Subsidiaries shall exceed $10,000,000, only 75% of any amount of such excess amount of Net Cash Proceeds received shall be required to $0 be applied to prepayment hereunder, (iC) in the case of each Tranche A Term Loan LenderNet Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), upon to the making extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such Tranche A Term event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Lender’s Tranche A Term Loans pursuant Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to Section 2.01(a)(i) of the Existing Credit Agreementbe applied to any prepayment hereunder, and (iiD) in the case of each Tranche B Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder. Each such prepayment shall be applied first ratably to the outstanding Term Loan LenderAdvances, upon second ratably to the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing outstanding Non-rollup Revolving Credit Agreement (a)(ii), (iii) Facility as set forth in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and clause (iv) below and the Rollup Revolving Credit Facility as set forth in clause (v) below, and third, if required under Section 2.03(g) or 2.21(g), deposited in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeL/C Cash Collateral Account.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Company or any of its Subsidiaries makes an Asset Sale that results in the case realization by such Person of each Tranche A Term Loan Lender, upon the making of Net Cash Proceeds (when combined with all other Asset Sales in such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(ifiscal year) in excess of the Existing Credit AgreementAsset Sale Amount for any fiscal year (the amount of Net Cash Proceeds in excess of the Asset Sale Amount being the “Required Prepayment Amount”), the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Required Prepayment Amount within five Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (ivv) in below); provided that the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant relevant Required Prepayment Amount shall not be required so to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate be used to make a prepayment so long as on the Maturity Date for the Revolving Credit Facilities. On the date any such prepayment of Revolving Credit Loans of any Class is otherwise required to be made (A) no Default shall then have occurred and be continuing and (B) the Company has delivered to the Administrative Agent a certificate from a Responsible Officer setting forth that portion of such Required Prepayment Amount that the Company intends to reinvest within 365 days of such date of receipt in operating assets or Persons (including pursuant to Section 2.05(b)(vii)Permitted Acquisitions) of the general type used in the business of the Company and its Subsidiaries or reasonably similar or related to the nature or type of property and assets of the Company and its Subsidiaries. In the event that after the giving of a notice of reinvestment referred to in the previous sentence, the Revolving Credit Commitments of Company either ceases to intend to make such Class reinvestment, or any portion thereof, or fails to make such reinvestment, or any portion thereof, within the 365-day period, then the Company shall automatically and permanently reduce by immediately make the Dollar Amount prepayment of the prepayment required to be so madeunused Required Prepayment Amount in accordance with this Section 2.05(b).

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the case realization or receipt by any member of each Tranche A Term Loan Lenderthe Restricted Group of Net Available Cash, upon the making relevant Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit AgreementNet Available Cash (or, (ii) in the case event of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Net Available Cash which may be reinvested as set forth below in this Section 2.01 of the Existing Credit Agreement (a)(ii2.05(b)(i), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the Revolving Credit Commitments lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that at the option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition may be used in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such Class receipt, and such proceeds shall automatically and permanently reduce by the Dollar Amount of the prepayment not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so madeused or contractually committed to be so used (it being understood that lxx if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of such termination or recission) (the “Reinvestment End Date”)), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, however, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $200,000,000 and 3.0% of Total Assets.

Mandatory. (i) The Term Commitment of each Term Lender Revolving Facility shall be automatically and permanently reduced by an amount equal to $0 50,000,000 (iprovided, that, in no event shall the Revolving Facility be reduced to less than $150,000,000) (such reduction of the Revolving Facility, to the extent it occurs, a “Revolving Facility Reduction Event”) on the earliest to occur of (A) the date of the Disposition of the Corporate Headquarters, (B) the date of receipt by any Loan Party of Net Cash Proceeds from an Involuntary Disposition of the Corporate Headquarters in an aggregate amount in excess of $5,000,000 to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower and its Subsidiaries within eighteen (18) months of the date of such Involuntary Disposition (it being understood that any such Net Cash Proceeds not so reinvested shall be deemed to have been received on the Business Day immediately following the expiration of such eighteen (18) month period), and (C) the date that is the first anniversary of the Closing Date (the “Mortgage Notice Date”); provided, that, in the case of each Tranche A Term Loan Lenderthis clause (C), upon if the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant Borrower has delivered written notice to Section 2.01(a)(i) of the Existing Credit Agreement, Lender electing to grant a Mortgage (iisubject to Permitted Liens) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 Corporate Headquarters in favor of the Existing Credit Agreement (a)(ii), (iii) in Lender for the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) benefit of the Existing Credit Agreement and Secured Parties to secure the Secured Obligations (ivthe “Collateral Notice”) in on or prior to the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Mortgage Notice Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments Facility shall not be reduced pursuant to this Section 2.05(b)(i)(C) so long as the Borrower shall have, on or prior to the date that is ninety (90) days (or such extended period of such Class shall automatically and permanently reduce time as agreed to by the Dollar Amount Lender in its reasonable discretion) after the Mortgage Notice Date, provided to the Lender a Mortgage and such Mortgaged Property Support Documents as the Lender may request to cause the Corporate Headquarters to be subject at all times to a Mortgage (subject to Permitted Liens) in favor of the prepayment required Lender for the benefit of the Secured Parties to be so madesecure the Secured Obligations. For the avoidance of doubt, the automatic and permanent reduction in the Revolving Facility on the dates contemplated in clauses (A) and (B) above shall occur at any time such Disposition occurs or such Net Cash Proceeds are received, as applicable, whether prior to or after the date the Borrower delivers the Collateral Notice and/or the a Mortgage and Mortgaged Property Support Documents for the Corporate Headquarters pursuant to clause (C) above.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Guarantor in respect thereof) and, promptly upon receipt by the Borrower or such Guarantor of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents or to the extent not so repaired or replaced, apply such Net Cash Proceeds to promptly prepay such Obligations, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Borrower not exceeding $250,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each Tranche A Term Loan Lenderany Disposition not covered by clause (y) above, upon so long as no Default or Event of Default then exists, if the making Borrower states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the Borrower or the relevant Guarantor intends to Section 2.01(a)(i) reinvest, within 180 days of the Existing Credit Agreementapplicable Disposition, (ii) the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or other assets useful in the case of each Tranche B Term Loan LenderBorrower’s or such Guarantor’s business, upon then the making Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Net Cash Proceeds to Section 2.01 the extent such Net Cash Proceeds are actually reinvested in such similar assets within such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, Threshold Amount upon the earlier of (xi) the making termination of such Delayed Draw Term Loan Lender’s Delayed Draw commitment and (ii) if such amount is not so expended, the first day following the date such amount was contractually committed to be expended, but in any event not later than the date 360 days following the applicable Disposition. The amount of each such prepayment shall be applied, first to the outstanding Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the manner set forth in Section 1.9(c) hereof until paid in full aggregate amount and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its Delayed Draw Term Loan Commitment agent) and (y) held by it in the Delayed Draw Term Loan Commitment Termination DateCollateral Account. The Revolving Credit Commitments shall terminate on So long as no Default or Event of Default exists, the Maturity Date Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the Revolving Credit Facilities. On the date costs of replacing, rebuilding or restoring such Property or in any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madepermitted reinvestment.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in the case of each Tranche A Term Loan LenderFor any Excess Cash Flow Period, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans within ten Business Days after financial statements have been delivered pursuant to Section 2.01(a)(i6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Excess Cash Flow Period, minus (B) the Existing sum of (1) the aggregate amount of voluntary principal prepayments of the Loans and “Loans” as defined in the First Lien Credit Agreement, (ii) in each case, made during the case of each Tranche B Term Loan Lender, upon period commencing on the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 first day of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement relevant Excess Cash Flow Period and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate ending on the Maturity Date for the Revolving Credit Facilities. On date immediately prior to the date any on which the relevant Excess Cash Flow prepayment of Revolving Credit Loans of any Class is or would be required to be made (excluding prepayments at a discount to par and open market purchases) (except prepayments of Loans (as defined in the First Lien Credit Agreement) under any Revolving Tranche (as defined in the First Lien Credit Agreement) that are not accompanied by a corresponding permanent commitment reduction of the Revolving Tranches (as defined in the First Lien Credit Agreement)), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness and (2) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(vii2.05(b)(viii) or (ix), ; provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.00:1.00 or 3.50:1.00, respectively; provided, further, that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to or less than $1,000,000 (and for such period such prepayment shall be limited to the amount in excess of $1,000,000); provided, further, that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the Excess Cash Flow prepayment required to be so mademade shall apply; provided, further, that no such prepayment shall be required for any Excess Cash Flow Period (x) if any First Lien Facilities remain outstanding at the time the financial statements and related Compliance Certificate for such Excess Cash Flow Period are required to be delivered pursuant to this Section 2.05(b)(i) or (y) unless with the proceeds of mandatory prepayments pursuant to Section 2.05(b)(i) of the First Lien Credit Agreement declined by the Lenders thereunder.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced Subject to $0 the ABL Intercreditor Agreement: (i) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i(A) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of if (x) the making Borrower or any of its Restricted Subsidiaries consummate any Asset Sale or (y) any Involuntary Disposition occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds in excess for all such Dispositions that have occurred subsequent to the immediately prior prepayment pursuant to this Section 2.03(b) (or, if there is no such prior prepayment, on or subsequent to the Closing Date) of $40,000,000, the Borrower shall cause to be prepaid on or prior to the date which is ten Business -63- Days after the date of the realization or receipt of such Delayed Draw Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.03(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(i)(B) (which election may only be made if no Event of Default has occurred and is then continuing). (B) with respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may use all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business (including for making Acquisitions) within (i) 365 days of the receipt of such Net Cash Proceeds or (ii) if the Borrower enters into a legally binding commitment to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business within 365 days after receipt of such Net Cash Proceeds, within 540 days after receipt of such Net Cash Proceeds; provided further that if any Net Cash Proceeds are not so used within the time period set forth above in this Section 2.03(b)(i)(B) or are no longer intended to be so used at any time after delivery of a notice of such election, an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.03. In addition to the foregoing, any reinvestment of the type described in this Section 2.03(b)(i)(B), in each case made within 180 days prior to a Disposition, shall be deemed to satisfy this Section 2.03(b)(i)(B) with respect to the application of the Net Cash Proceeds from such Disposition. (ii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any (x) Refinancing Term Loan Lender’s Delayed Draw Term Loans, (y) Refinancing Equivalent Debt or (z) any Debt that is not expressly permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (iii) below). (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.01(a)(iv2.03(b) shall be applied to the principal repayment installments thereof as directed by the Borrower; provided that each prepayment of Loans pursuant to this Section 2.03(b), other than those due to the Existing Credit Agreement in incurrence or issuance of Refinancing Term Loans or Refinancing Equivalent Debt, shall be applied so that the full aggregate amount of its Delayed Draw such prepayment is allocated among the Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate B-78 Loans pro rata based on the Maturity Date for aggregate principal amount of outstanding Term B-78 Loans, if any. (iv) Notwithstanding any other provision of Section 2.03 to the Revolving Credit Facilitiescontrary, to the extent that all or any of the Net Proceeds giving rise to a mandatory prepayment pursuant to this Section 2.03(b) is attributable to a Disposition by a Foreign Subsidiary, such mandatory prepayment will be limited to the extent the repatriation of such Net Proceeds would, in the good faith judgment of the Borrower, result in material adverse tax consequences and shall be subject to permissibility under local law (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors). On Notwithstanding the date foregoing, any prepayment prepayments required to be made after application of Revolving Credit Loans the foregoing proviso shall be net of any Class is costs, expenses or taxes incurred by the Borrower or any of its Restricted Subsidiaries arising as a result of the repatriation of such Net Proceeds. -64- (v) Any Lender may reject all of its share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to Section 2.05(b)(vii)2.03(b) by providing written notice (each, a “Rejection Notice”) to the Revolving Credit Commitments Administrative Agent no later than 5:00 p.m. one Business Day after the date of such Class Xxxxxx’s receipt of notice from the Administrative Agent regarding such prepayment; provided, however, in no event may the proceeds of any Refinancing Term Loans or Refinancing Equivalent Debt be rejected. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall automatically and permanently reduce be retained by the Dollar Amount of Borrower (or the prepayment required to be so made.other applicable Loan Party or Restricted Subsidiary). 2.04

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in If (1) the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) Borrower or any Restricted Subsidiary of the Existing Credit AgreementBorrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections ‎7.05 (a), (ii) in the case of each Tranche B Term Loan Lender‎(b), upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii‎(c), ‎(d), (iiie), ‎(f), (g), (h), ‎(k), ‎(l), ‎(m), ‎(n), ‎(o), (p), (q) and (r) or (2) any Casualty Event occurs, which results in the case receipt by the Borrower or Restricted Subsidiary of each Tranche C Term Loan LenderNet Cash Proceeds, upon subject to ‎Section 2.05(b)(iv), the making Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the receipt by the Borrower or any Restricted Subsidiary of such Tranche C Term Loan Lender’s Tranche C Net Cash Proceeds, an aggregate principal amount of Term Loans pursuant in an amount equal to Section 2.01(a)(iii) 100% of all such Net Cash Proceeds; provided that if at the Existing Credit Agreement and (iv) in time that any such prepayment would be required, the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class Borrower is required to be made offer to repurchase Permitted First Priority Refinancing Debt, Other Term Loans, Other Notes, Permitted Ratio Debt (to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations) and the Permitted Refinancing of any such Indebtedness, in each case pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments terms of the documentation governing such Indebtedness with an amount equal to the Net Cash Proceeds of such Class shall automatically and permanently reduce by Disposition or Casualty Event (such Permitted First Priority Refinancing Debt, Other Term Loans, Other Notes or Permitted Ratio Debt (or the Dollar Amount Permitted Refinancing of the prepayment any such Indebtedness) required to be offered to be so maderepurchased, “Other Applicable Indebtedness”), then the Borrower may apply the amount of such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this ‎Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Restricted Subsidiary in respect thereof) and, within five Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (y) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (z) in the case of each Tranche A Term Loan Lender, upon the making any Disposition or Event of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and Loss not covered by clause (y) above, so long as no Event of Default has occurred and is continuing, if the Delayed Draw Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that the Borrower or a Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loan Commitment Termination DateLoans in the amount of such Net Cash Proceeds in excess of the applicable $2,500,000 basket described above not so reinvested. The Revolving Credit Commitments amount of each such prepayment shall terminate on be applied to the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit relevant outstanding Term Loans of any Class is required to be made pursuant to in accordance with this Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made1.9 until paid in full.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Designated Agent provides a written notice in conformity with Section 2.10(b)(ii) to the Borrower that, on any date, the sum of (A) the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Dollars then outstanding and (B) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Committed Currencies then outstanding exceeds 102% of the aggregate Commitments of the Lenders on such date, the Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Advances, and/or to the extent necessary, deposit into the LC Collateral Account in Dollars, an amount (which amount shall be held by the Designated Agent, for the benefit of the Lenders, as cash collateral for the Borrower’s obligations with respect to outstanding Letters of Credit) necessary so that, after giving effect to such prepayment of Advances and such deposit, the sum of (A) and (B) above less the amount to be deposited in the LC Collateral Account does not exceed 100% of the aggregate Commitments of the Lenders on such date as set forth in the written notice from the Designated Agent to the Borrower pursuant to the terms hereof. Any such amounts so deposited with the Designated Agent as cash collateral in the LC Collateral Account shall (so long as no Event of Default has occurred and is continuing) be released to the Borrower on the date on which the sum of (A) and (B) above does not exceed 100% of the sum of the aggregate Commitments of the Lenders and the amount on deposit in the LC Collateral Account (after giving effect to any proposed release) on such date. In connection therewith, upon the request of the Designated Agent the Borrower shall, to the extent the LC Collateral Account has not theretofore been opened, open the LC Collateral Account with the Designated Agent and enter into such documents relating thereto as are reasonably requested by the Designated Agent and mutually acceptable between the Borrower and the Designated Agent. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of each Tranche A Term Loan Lenderany prepayment of a Eurocurrency Rate Advance on a date other than the last day of an Interest Period, upon with any additional amounts which the making of such Tranche A Term Loan Lender’s Tranche A Term Loans Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.01(a)(i9.04(b). The Designated Agent shall give prompt written notice of any prepayment required under this Section 2.10(b) of to the Existing Credit Agreement, (ii) in Borrower and the case of each Tranche B Term Loan Lender, upon Lenders and such notice shall specify the making amount of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement prepayment and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Datecontain a reasonably detailed calculation thereof. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.25 SECTION 2.11

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the case realization or receipt by any member of each Tranche A Term Loan Lenderthe Restricted Group of Net Available Cash, upon the making Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit AgreementNet Available Cash (or, (ii) in the case event of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Net Available Cash which may be reinvested as set forth below in this Section 2.01 of the Existing Credit Agreement (a)(ii2.05(b)(i), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the Revolving Credit Commitments lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that, at the option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition may be used in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such Class receipt, and such proceeds shall automatically and permanently reduce by the Dollar Amount of the prepayment not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so madeused or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period) (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Term Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $45.0 million and 3.0% of Total Assets.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the case aggregate results in the realization or receipt by any Restricted Company of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Tranche A Net Cash Proceeds an aggregate principal amount of Initial Term Loan Lender’s Tranche A Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to Section 2.01(a)(i) the terms of the Existing Credit Agreement, (ii) in documentation governing such Indebtedness with the case of each Tranche B Term Loan Lender, upon the making Net Cash Proceeds of such Tranche B Term Loan Lender’s Tranche B Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans pursuant and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making prepayment of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan LenderOther Applicable Indebtedness; provided, upon the earlier of further, that (x) the making portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Delayed Draw Term Loan Lender’s Delayed Draw Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.01(a)(iv2.05(b)(i) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment shall be reduced accordingly and (y) to the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall terminate on the Maturity Date for the Revolving Credit Facilities. On promptly (and in any event within ten (10) Business Days after the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by rejection) be applied to prepay the Dollar Amount of Initial Term Loans in accordance with the prepayment required to be so made.terms hereof;

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries (other than any Excluded Joint Venture) in respect of its property or assets in excess of either (A) $2,500,000 for any one event or series of related events or (B) $5,000,000 in the case aggregate during any fiscal year (without regard to the size of each Tranche A Term Loan Lender, upon the making any one event or series of such Tranche A Term Loan Lender’s Tranche A Term Loans related events pursuant to Section 2.01(a)(i(A) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(iiabove), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess thereof received therefrom within five Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be applied as set forth in clause (iii) below); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in assets used or useful in the case business which may (but are not required to) be a replacement, restoration or repair of each Tranche C Term Loan Lenderthe assets or property in respect of which the Extraordinary Receipt was received, upon the making it shall deliver written notice of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant intention to Section 2.01(a)(iiithe Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested within 12 months after the receipt of such Net Cash Proceeds (provided that if such reinvestment is not completed within 12 months after such date of receipt but the Borrower shall have entered into a binding commitment to so reinvest, the Borrower shall have an additional six months to complete such reinvestment or prepay Loans) and (C) within 10 days of the Existing Credit Agreement and (ivdate the Borrower consummates such reinvestment or restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) in and, as a result, no mandatory prepayments shall be required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making end of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant period shall be immediately applied to Section 2.01(a)(iv) the prepayment of the Existing Credit Agreement Loans as set forth in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to this Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made2.05.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced At any time prior to $0 the Conversion Date, if (i) the Borrower issues any senior unsecured notes or other debt securities pursuant to the Fee Letter or otherwise or (ii) the Borrower (or any direct or indirect parent company of Borrower) makes any public Equity Offering or offering of Disqualified Stock, 100% of the cash proceeds of any such issuance, Equity Offering or offering of Disqualified Stock (net of any fees or expenses related thereto) shall be used to prepay the outstanding principal amount of the Loans, plus accrued and unpaid interest, in each case on or prior to the case date that is one Business Day after the receipt of each Tranche A Term Loan Lender, upon the making applicable cash proceeds. Each prepayment of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to this Section 2.01(a)(i2.05(b) of shall be paid to the Existing Credit Agreement, (ii) Lenders in accordance with their respective Pro Rata Shares; provided that in the case of each Tranche B Term Loan Lender, upon event any Initial Lender (or an Affiliate thereof) purchases debt securities from the making Borrower pursuant to a Securities Demand Proposal under (and as defined in) the Fee Letter at an issue price above the level at which such Initial Lender (or its Affiliate) has reasonably determined such debt securities can be resold to a bona fide third party at the time of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of purchase (and notifies the Existing Credit Agreement (a)(ii), (iii) in Borrower and the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(viiAdministrative Agent thereof), the Revolving Credit Commitments net cash proceeds received by the Borrower in respect of such Class shall automatically and permanently reduce debt securities may, at the option of such Initial Lender, be applied first to repay the Loans of such Initial Lender (provided that if there is more than one such Initial Lender, then such net cash proceeds will be applied pro rata to repay the Loans of all such Initial Lenders in proportion to such Initial Lenders’ (or Affiliate’s) principal amount of debt securities purchased from the Borrower) prior to being applied to prepay the Loans held by the Dollar Amount of the prepayment required to be so madeother Lenders.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Credit Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $250,000 individually or on a cumulative basis in any fiscal year of Credit Parties, then (x) Borrower Representative shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Credit Party or such Subsidiary in respect thereof) and (y) promptly (and in any event within five (5) Business Days) upon receipt by any Credit Party or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $250,000; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon the making if Borrower Representative states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Credit Party or Subsidiary intends to Section 2.01(a)(iinvest or reinvest, as applicable, within one hundred eighty (180) days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in the case similar like-kind assets, then so long as no Default or Event of each Tranche B Term Loan LenderDefault then exists, upon the making Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Net Cash Proceeds to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of extent such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of Net Cash Proceeds are either (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and actually invested or reinvested or (y) committed to be invested or reinvested, in each case as described in Borrower Representative’s notice with such 180-day period. Promptly after the Delayed Draw Term Loan Commitment Termination Dateend of such 180-day period, Borrower Representative shall notify the Agent whether such Credit Party or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in Borrower Representative’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (applied on a pro rata basis over the remaining principal amortization payments thereof), and, then to (in the order determined by Agent but without a reduction in Revolving Credit Commitments shall terminate on the Maturity Date for Commitments) the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)Loans, the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeSwing Loans, Reimbursement Obligations.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of If (x) the making Borrower or any Restricted Subsidiary of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans the Borrower Disposes of any property or assets pursuant to Section 2.01(a)(iv7.05(i) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and or (j), or (y) any Casualty Event occurs, which results in the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments realization or receipt by the Borrower or Restricted Subsidiary of Net Proceeds, the Borrower shall terminate cause to be offered to be prepaid in accordance with clause (vii) below, on the Maturity Date for the Revolving Credit Facilities. On or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received; provided that if at the time that any such prepayment of Revolving Credit Loans of any Class would be required, the Borrower is required to be made offer to repurchase Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness that is secured on a pari passu basis with the Obligations, Permitted Ratio Debt that is secured on a pari passu basis with the Obligations, the Secured High Yield Notes or any other Indebtedness outstanding at such time that is secured by a Lien ranking pari passu with the Obligations pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments terms of the documentation governing such Indebtedness with the net proceeds of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment Disposition or Casualty Event (such Indebtedness required to be offered to be so maderepurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided , further that (A) the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Parent or any of its Restricted Subsidiaries receive Net Proceeds in respect of any Prepayment Event (including by the Administrative Agent as loss payee in respect of any Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”), the Borrower shall, on the day such Net Proceeds are received (or, in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(ia Prepayment Event described in clause (a) or (b) of the Existing definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Borrowings in an aggregate amount equal to (x) with respect to any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event,” the Specified Asset Sale Percentage of the amount of such Net Proceeds (or, if the Parent or any of its Restricted Subsidiaries has incurred Indebtedness (A) that is permitted under Section 6.01 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) with respect to the ChampionX Corp Credit AgreementFacilities, and, in each case, such Indebtedness is required to be prepaid or redeemed with the net proceeds of any event described in clause (iia) or (b) of the definition of the term “Prepayment Event,” then by such lesser percentage of such Net Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Proceeds based upon the aggregate principal amount of the Term Loans and such Indebtedness then outstanding) or (y) with respect to any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event,” 100% of an amount equal to such Net Proceeds; provided that, in the case of each Tranche B Term Loan Lenderany event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, upon five (5) Business Days prior to the making date of the required prepayment, deliver to the Administrative Agent written notice that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 360 days after receipt of such Tranche B Term Loan Lender’s Tranche B Term Loans Net Proceeds to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other assets to be used in the business of the Parent or its Restricted Subsidiaries or to enter into an acquisition permitted by this Agreement and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if by the end of such initial 360-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other assets or to make an acquisition permitted by this Agreement), at which time a prepayment shall be required in an amount equal to such Net Proceeds in accordance with clause (x) above; provided that, notwithstanding anything to the contrary herein, prior to the second anniversary of the Effective Date, no prepayment with respect to the Net Proceeds of any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event” shall be required so long as such Net Proceeds are used to permanently prepay or redeem Indebtedness of Parent and its Restricted Subsidiaries (A) that was incurred pursuant to Section 2.01 of 6.01 and that is secured, on an equal and ratable basis with the Existing Credit Agreement (a)(ii)Term Loans, (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate by a Lien on the Maturity Date for Collateral permitted under Section 6.02 or (B) incurred under the Revolving ChampionX Corp Credit Facilities. On Facilities and secured by a Lien on the date any prepayment of Revolving Credit Loans of any Class is Collateral on an equal and ratable basis with the Term Loans, in each case, as required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madethereunder.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to clause (vii) below, if the Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $1,000,000; provided that in the case of each Tranche A Term Loan LenderAsset Disposition and Event of Loss, upon if the making Borrower states in such notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the Borrower or the applicable Subsidiary intends to Section 2.01(a)(iinvest or reinvest, as applicable, within twelve (12) months of the Existing Credit Agreementapplicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such twelve (12) month period. Promptly after the end of such twelve (12) month period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the outstanding Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) Subject to clause (vii) below, if after the Restatement Effective Date the Borrower or any Subsidiary shall issue any new Ownership Interests (other than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 7.1 (other than Indebtedness permitted by Section 7.1(m)), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the case amount of such Net Cash Proceeds. The amount of each Tranche B Term Loan Lender, upon such prepayment shall be applied to the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 outstanding Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Existing Credit Agreement (a)(ii), Administrative Agent or the Lenders for any breach of Section 7.1 or any other terms of this Agreement. -41- (iii) in the case Subject to clause (vii) below, on or before April 30th of each Tranche C Term Loan Lenderyear, upon beginning April 30, 2019, the making Borrower shall prepay the then‑outstanding Loans by an amount equal to 50% of Excess Cash Flow of the Borrower on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section 2.8(b)(iii) with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrower immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrower has delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be applied to Section 2.01(a)(iii) of the Existing Credit Agreement and outstanding Loans. (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrowers state in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Borrower or the applicable Subsidiary intends to Section 2.01(a)(i) invest or reinvest, as applicable, within 365 days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the case Borrowers’ notice within such 365‑day period. Promptly after the end of such 365‑day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each Tranche B Term Loan Lender, upon such prepayment shall be applied then to the making of such Tranche B Term Loan Lender’s Tranche B Term U.S. Revolving Loans pursuant and the Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to Section 2.01 of the Existing Credit Agreement U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (a)(iiin accordance with the outstanding principal amounts thereof), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Upon receipt by any Loan Party or any of its --------- Subsidiaries of Net Cash Proceeds from any Asset Disposition, the Borrower shall prepay the then outstanding Advances in an amount equal to one-hundred percent (100%) of such Net Cash Proceeds payable concurrently with consummation of such Asset Disposition; provided that no such prepayment need be made (1) unless the -------- Net Proceeds from any single Asset Disposition or series of related Asset Dispositions exceed $100,000 (in which case a prepayment shall be made in the amount of the entire Asset Disposition) or until the cumulative Net Proceeds from all Asset Dispositions by the Borrower in any particular fiscal year exceed $100,000 (in which case a prepayment shall be made in the amount of each Tranche A Term Loan Lenderthe Net Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), upon except that the making terms of this Section shall not be applicable with respect to Asset Dispositions by the Borrower or any Subsidiary if the Net Proceeds therefrom are reinvested in fixed assets (for use in its business or, with respect to the Borrower, the business of the Subsidiaries) within 180 days of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant Asset Disposition, provided that any such Net Proceeds -------- not so reinvested shall be used to Section 2.01(a)(iprepay the Advances on the 181st day; provided, however, that with respect to the Net Proceeds from the Orpington -------- ------- Sale/Leaseback, the Borrower shall have twenty-four (24) months from the closing of the Existing Credit AgreementOrpington Sale/Leaseback to reinvest such Net Proceeds in fixed assets (for use in its business), provided, that, if such Net Proceeds from the -------- Orpington Sale/Leaseback are not so reinvested within such twenty-four (ii24) in month period, any such Net Proceeds not so reinvested shall be used to prepay the case of each Tranche B Term Loan Lender, upon Advances on the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 Business Day immediately succeeding the second anniversary of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) closing of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeOrpington Sale/Leaseback.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Upon receipt by any Loan Party or any of its --------- Subsidiaries of Net Cash Proceeds from any Asset Disposition, the Borrower shall prepay the then outstanding Advances in an amount equal to one- hundred percent (100%) of such Net Cash Proceeds payable concurrently with consummation of such Asset Disposition; provided that no such prepayment -------- need be made (1) unless the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions exceed $100,000 (in which case a prepayment shall be made in the amount of the entire Asset Disposition) or until the cumulative Net Proceeds from all Asset Dispositions by the Borrower in any particular fiscal year exceed $100,000 (in which case a prepayment shall be made in the amount of each Tranche A Term Loan Lenderthe Net Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), upon except that the making terms of this Section shall not be applicable with respect to Asset Dispositions by the Borrower or any Subsidiary if the Net Proceeds therefrom are reinvested in fixed assets (for use in its business or, with respect to the Borrower, the business of the Subsidiaries) within 180 days of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant Asset Disposition, provided that any -------- such Net Proceeds not so reinvested shall be used to Section 2.01(a)(iprepay the Advances on the 181st day; provided, however, that with respect to the Net Proceeds -------- ------- from the Orpington Sale/Leaseback, the Borrower shall have twenty-four (24) months from the closing of the Existing Credit AgreementOrpington Sale/Leaseback to reinvest such Net Proceeds in fixed assets (for use in its business), provided, that, if -------- such Net Proceeds from the Orpington Sale/Leaseback are not so reinvested within such twenty-four (ii24) in month period, any such Net Proceeds not so reinvested shall be used to prepay the case of each Tranche B Term Loan Lender, upon Advances on the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 Business Day immediately succeeding the second anniversary of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) closing of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeOrpington Sale/Leaseback.

Mandatory. The Term Commitment On each date on which Lender actually receives a distribution of each Term Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration or otherwise remit such Net Proceeds to Borrower pursuant to Section 8.5 hereof, Lender shall apply an amount equal to one hundred percent (100%) of such Net Proceeds as a prepayment of the Debt in an amount up to the Release Price associated with the Individual Property (provided that to the extent Net Proceeds are less than such Release Amount, provided there exists no Event of Default, Borrower shall be automatically permitted to prepay the Loan in an amount equal to the remainder of such Release Price in compliance with the requirements of Section 2.6(a) hereof without the payment of any Spread Maintenance Premium) to which such Net Proceeds relate together with any Compensating Interest and permanently reduced to $0 any Breakage Costs associated therewith and any other sums due in connection therewith. All Net Proceeds in excess of such Release Price and Compensating Interest and Breakage Costs associated therewith (if any) and any other sums due in connection therewith shall (i) if an Event of Default has occurred and is continuing, be held and applied by Lender in accordance with the case terms of each Tranche A Term this Agreement and the other Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, Documents and (ii) if no Event of Default has occurred and is continuing be applied as follows: (A) first, to the Mezzanine A Loan up to the Mezzanine A Release Price for the affected Individual Property (together with any Compensating Interest (as defined in the case of each Tranche B Term Mezzanine A Loan Lender, upon Agreement) and any Breakage Costs (as defined in the making of such Tranche B Term Mezzanine A Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(iiAgreement) associated therewith and any other sums due in connection therewith), (iiiB) in second, to the case of each Tranche C Term Mezzanine B Loan Lender, upon up to the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.Mezzanine B Release

Mandatory. The (i)If (1) Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(l), (t), (ut) and (v)) or (2) any Casualty Event occurs, in each case, that results in the realization or receipt by Parent or such Restricted Subsidiary of Net Proceeds in excess of $15 million, the Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Commitment Loans in an amount equal to 100% of each all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, the Senior Secured Notes or any Permitted Debt Offering incurred under Section 7.02(b)(xxiii) that is secured on a pari passu basis with the Obligations (or any Refinancing Indebtedness in respect of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt, Senior Secured Notes or Permitted Debt Offering (or any Refinancing Indebtedness in respect of the foregoing) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Lender Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be automatically allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and permanently to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to $0 the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (iand in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that, if Parent or any of its Restricted Subsidiaries intend to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case of each Tranche A Term Loan Lender, upon the making within twelve (12) months of such Tranche A Term Loan Lender’s Tranche A receipt, the Borrowers shall not be required to apply such portion of such Net Proceeds to prepay the Term Loans pursuant to this Section 2.01(a)(i2.05(b)(i) (it being understood that if any portion of such Net Proceeds are not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then such twelve (12) month period shall be extended by six (6) months, and any such remaining portion shall be applied pursuant to this Section 2.05(b)(i) as of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making end of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 six (6) month extension, or, if such contract is terminated or expires after the end of the Existing Credit Agreement initial twelve (a)(ii)12) month period, (iii) in the case of each Tranche C Term Loan Lender, upon the making on date of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant termination or expiry without giving effect to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(viithis proviso), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower receives any Net Proceeds from Asset Sales or any Recovery Event, such amounts shall be used to prepay the Loan within five (5) Business Days of the receipt thereof to the extent required by Section 7.08; provided that an aggregate amount of Net Proceeds from Asset Sales not in excess of $5.0 million from all Asset Sales may be retained by the case Borrower and shall not be required to be applied to the repayment of each Tranche A Term the Loan; provided, further, that any Net Proceeds received from (x) a Weekly Reader Sale shall not be required to be used to prepay the Loan Lender, upon (subject to Section 7.08(a)(iv)) and may be reinvested by the making Borrower or any Guarantor in Reinvestment Assets within 180 days of the date of such Tranche A Term Weekly Reader Sale so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan Lender’s Tranche A Term Loans on or before the 181st day after such Weekly Reader Sale or (y) any Recovery Event shall not be required to be used to prepay the Loan and may be reinvested by the Borrower or any Guarantor in Reinvestment Assets within 90 days of the date of such Recovery Event so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan (subject to Section 7.08(a)(iv)) on or before the 91st day after such Recovery Event. Any such payment shall be accompanied by payment of the applicable Yield Maintenance Amount required pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, 2.08. (ii) The Borrower shall notify the Administrative Agent in the case writing of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any mandatory prepayment of Revolving Credit Loans of any Class is required to be made pursuant to this Section 2.05(b)(vii), 2.04(b) at least three (3) Business Days prior to the Revolving Credit Commitments date of such Class prepayment. Each such notice shall automatically specify the date of such prepayment and permanently reduce by the Dollar Amount provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment required to be so madenotice and of such Lender’s Pro Rata Share of the prepayment.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) The Borrower shall prepay in accordance with Section 2.04(c) amounts in the case Distribution Suspense Account, to the extent required to be prepaid in accordance with Section 2.16(j)(ii). (ii) In the event of each Tranche A Term Loan Lender, upon the making any termination or reduction of such Tranche A Term Loan Lender’s Tranche A Term Loans Working Capital Commitments pursuant to Section 2.01(a)(i2.05, Borrower shall repay or prepay its outstanding Working Capital Loans and L/C Loans in an amount, and Cash Collateralize the Letters of Credit in an amount equal to 102% of the amount, by which the Outstanding Amount of the Total Working Capital Exposure of the Working Capital Lenders exceeds the Working Capital Commitments or the Outstanding Amount of the L/C Obligations of the L/C Issuers exceeds the aggregate L/C Issuer Commitments, as applicable; provided that any amount provided to Cash Collateralize the Letters of Credit under this clause shall be returned to Borrower to the extent that, after giving effect to such return, Borrower would remain in compliance with this clause and no Event of Default shall have occurred and be continuing. (iii) If an Equity Sale or a Total Sale occurs, the Borrower shall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days after the date of receipt by the Borrower of the Net Proceeds thereof, an aggregate principal amount of Term Loans in an amount equal to the applicable Prepayment Amount; provided that, the Borrower shall make such mandatory prepayments with the Net Proceeds thereof and, solely to the extent necessary, other cash of the Borrower in an amount equal (together with such Net Proceeds) to the applicable Prepayment Amount. (iv) If the Borrower incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under ‎Section 7.02 (excluding Indebtedness incurred pursuant to clause (n) of the Existing Credit Agreementdefinition of “Permitted Debt”, (ii) which results in the case receipt by the Borrower of each Tranche B Net Proceeds, the Borrower shall 20 KE 73718588.20 US-DOCS\142539518.2141222994.8 prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loan LenderLoans, upon together with all Swap Termination Amounts then due and payable as a result of any such prepayment, in an amount equal to 100% of Net Proceeds received therefrom, on or prior to the making fifth (5th) Business Day following receipt thereof by the Borrower (except, for any Swap Termination Amounts, on the day set forth in Section 2.04(c)). (v) If the Borrower receives any Net Proceeds resulting from any Disposition, Material Contract Payment or Casualty Event, the Borrower shall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days after the receipt by the Borrower of such Tranche B Term Loan Lender’s Tranche B Net Proceeds, an aggregate principal amount of Term Loans pursuant equal to the applicable Prepayment Amount with respect to such Disposition, Material Contract Payment or Casualty Event. (vi) If any Transportation Agreement shall have been terminated, and such terminated Transportation Agreement is not replaced on substantially similar terms on or prior to the date that is six (6) months after such termination, the Borrower shall prepay in accordance with Section 2.01 2.04(c) an aggregate principal amount of Term Loans in an amount equal to one hundred percent (100%) of cash available at level Eighth of Section 2.16(i) on each Quarterly Payment Date following such six-month period until the date on which Debt Service Coverage Ratio shall equal or exceed 1.30:1.00. (vii) If the Term Conversion Date has not occurred on or before the last Business Day of June 2022 or September 2022 as a result of an extension of the Existing Credit Agreement Date Certain (a)(iiin accordance with the definition thereof), the Borrower shall prepay in accordance with Section 2.04(c)(i), to the extent of amounts on deposit in or credited to the Revenue Account, an aggregate principal amount of Term Loans in an amount equal to the principal amount of the Term Loans that would have been payable on such date (as applicable) if no such extension of the Date Certain had occurred. (viii) Notwithstanding anything to the contrary in Sections 2.04(b)(iii), (iiib)(iv), (b)(v), (b)(vi) in or (b)(vii), if at the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans time of any Class such prepayment under any such subsection the Borrower is required to prepay or to offer to repurchase or make payment of any Additional Pari Passu Permitted Debt with the Net Proceeds received with respect to any such subsection, then the Borrower may apply such Net Proceeds on a pro rata basis to the Term Loans and Additional Pari Passu Permitted Debt (determined with reference to the outstanding principal amount of each at such time, taking into account any Swap Termination Amounts resulting from such prepayment) and the amount of prepayment of the Term Loans shall be made pursuant reduced by such amount applied to Section 2.05(b)(vii)repay such Additional Pari Passu Permitted Debt; provided, further, that, to the extent the holders of Additional Pari Passu Permitted Debt decline to have such indebtedness repurchased or prepaid, the Revolving Credit Commitments of such Class Borrower shall automatically promptly (and permanently reduce by the Dollar Amount of the prepayment required to be so made.in any event within five (5) Business Days 21 KE 73718588.20 US-DOCS\142539518.2141222994.8

Mandatory. The Term Commitment At the end of each Term Lender the -------- (-------) year after the Effective Date hereof, CONTRACTOR shall be automatically and permanently reduced relinquish to $0 (i) in the case GOVERNMENT a total of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i------------------ percent ( -------- %) of the Existing Credit original Area on the Effective date not then converted to a Development Lease or Leases "Area subject to relinquish". Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases unless otherwise agreed upon between EGPC and CONTRACTOR so as to enable the relinquishment requirements to be precisely fulfilled. Subject to the approval of the Minister of Petroleum. During the next (--) year Exploration period, CONTRACTOR may retain the " Area subject to relinquish" mentioned above, CONTRACTOR shall submit at least six (6) months pre- notification to EGPC, including the additional technical activities to be undertaken in the "Area subject to relinquish", during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the initial Exploration period , provided that CONTRACTOR shall submit a statement of costs and expenses of such additional technical activities , it is understood that CONTRACTOR is committed to such financial and technical commitments in addition to the Exploration commitments related to the second --------------- (---) year Exploration period according to Article IV (b) ,provisions of Article IV of this Agreement shall be applied , CONTRACTOR shall submit a Letter of Guarantee with an equal amount to the costs of such additional activities in the form specified in Annex (c) of this Agreement, (ii) in and shall also pay an unrecoverable bonus for retaining "the case of each Tranche B Term Loan Lender, upon Area subject to relinquish". At the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 end of the Existing Credit Agreement ---------- (a)(ii)------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT an additional --------------- percent (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii--------%) of the Existing Credit Agreement and (iv) in original Area on the case of each Delayed Draw Term Loan Lender, upon Effective date not then converted to a Development Lease or Leases. CONTRACTOR shall also relinquish the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans "Area subject to relinquish" retained pursuant to Section 2.01(a)(ivthe above mentioned paragraph, excluding the area(s) converted to Development Lease/Leases. Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases (unless otherwise agreed upon between EGPC and CONTRACTOR) so as to enable the relinquishment requirements to be precisely fulfilled. CONTRACTOR may retain the above mentioned additional --------------- percent ( --- -----%) area and/or the area retained during the previous Exploration period, during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the second Exploration period, subject to the approval of the Minister of Petroleum and pursuant to the terms and conditions mentioned above. ) this paragraph shall be added in case there are 3 exploration periods ( Without prejudice to Articles III and XXIII and the last three paragraphs of this Article V (a), at the end of the year of the Exploration period, CONTRACTOR shall relinquish the remainder of the Area not then converted to Development Leases. It is understood that at the time of any relinquishment the areas to be converted into Development Leases and which are submitted to the Minister of Petroleum for his approval according to Article III (d) shall, subject to such approval, be deemed converted to Development Leases. CONTRACTOR shall not be required to relinquish any Exploration Block or Blocks on which a Commercial Oil or Gas Well is discovered before the period of time referred to in Article III (c) given to CONTRACTOR to determine whether such Well is a Commercial Discovery worthy of Development or to relinquish an Exploration Block in respect of which a notice of Commercial Gas Discovery has been given to EGPC subject to EGPC's right to agree on the existence of a Commercial Discovery pursuant to Article III (c), and without prejudice to the requirements of Article III (e). In the event at the end of the initial Exploration period or the successive extension(s) of the Existing Credit Agreement in initial Exploration period, a well is actually drilling or testing, CONTRACTOR shall be allowed up to six (6) months to enable it to discover a Commercial Oil or Gas Well or to establish a Commercial Discovery, as the full aggregate amount case may be. However, any such extension of its Delayed Draw Term Loan Commitment and up to six (y6) months shall reduce the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount length of the prepayment required to be so madenext succeeding Exploration period, as applicable, by that amount.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If (1) Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(l), (t), (u) and (v)) or (2) any Casualty Event occurs, in each case, that results in the case realization or receipt by Parent or such Restricted Subsidiary of each Tranche A Term Loan LenderNet Proceeds in excess of $15 million, upon the making Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Tranche A Net Proceeds an aggregate amount of Term Loan Lender’s Tranche A Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, the Senior Secured Notes or any Permitted Debt Offering incurred under Section 7.02(b)(xxiii) that is secured on a pari passu basis with the Obligations (or any Refinancing Indebtedness in respect of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt, Senior Secured Notes or Permitted Debt Offering (or any Refinancing Indebtedness in respect of the foregoing) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that, if Parent or any of its Restricted Subsidiaries intend to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within twelve (12) months of such receipt, the Borrowers shall not be required to apply such portion of such Net Proceeds to prepay the Term Loans pursuant to this Section 2.01(a)(i2.05(b)(i) (it being understood that if any portion of such Net Proceeds are not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then such twelve (12) month period shall be extended by six (6) months, and any such remaining portion shall be applied pursuant to this Section 2.05(b)(i) as of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making end of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 six (6) month extension, or, if such contract is terminated or expires after the end of the Existing Credit Agreement initial twelve (a)(ii)12) month period, (iii) in the case of each Tranche C Term Loan Lender, upon the making on date of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant termination or expiry without giving effect to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(viithis proviso), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) The Borrower shall (A) on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv), (ix), (x), (xii), (xiii) or (xiv) of Section 5.02(e) and property or assets to the extent that the aggregate value of such property and assets disposed of in any single transaction or related series of transactions does not exceed $500,000), (B) no later than five days following the case receipt of each the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Equipment Financing Transaction, Permitted Foreign Receivables Transaction, or Real Estate Financing Transaction, (C) on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Permitted Domestic Receivables Transaction, and (D) on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Insurance Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries (other than the Net Cash Proceeds of any Insurance Receipt with respect to property subject to an Equipment Financing Transaction, a Real Estate Financing Transaction or a Lien permitted under Section 5.02(a)(iv)), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 100% of the amount of such Net Cash Proceeds. Each prepayment of Advances pursuant to this clause (i) shall be applied to prepay the Tranche A Term Loan LenderAdvances and the Tranche B Term Advances and reduce the Revolving Credit Facility on a pro rata basis; PROVIDED, upon HOWEVER, that notwithstanding the making foregoing provisions of such Tranche A Term Loan Lender’s this clause (i) and Section 2.06(b)(vi), in no event shall the Revolving Credit Facility be reduced pursuant to this clause (i), to less than $500,000,000, and any amounts that otherwise would have been applied to reduce the Revolving Credit Facility shall be applied to the further prepayment of the Tranche A Term Loans pursuant to Section 2.01(a)(i) of and the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans on a pro rata basis. Each prepayment of Tranche A Term Advances and Tranche B Term Advances pursuant to Section 2.01 this clause (i) shall be applied to reduce the principal repayment installments thereof in inverse order of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madematurity.

Mandatory. The Term Commitment Amount shall to the extent not applied to the permanent repayment of each Term Lender other Indebtedness that is not Subordinated Debt or Subordinated Intercompany Debt, concurrently with the receipt by the Borrower or any of its Subsidiaries of any Net Disposition Proceeds, Net Equity Proceeds, Net Issuance Proceeds or Casualty Proceeds, as the case may be, be reduced by an aggregate amount equal to 100% of such Net Disposition Proceeds, 50% of such Net Equity Proceeds, 100% of such Net Issuance Proceeds or 100% of such Casualty Proceeds, as the case may be; provided, however, that the Commitment Amount shall not be automatically and permanently reduced to $0 by the amount of (a) any Net Disposition Proceeds or Casualty Proceeds received by the Borrower or such Subsidiary under this Section so long as (i) (A) the Borrower informs the Administrative Agent no later than 30 days following the occurrence of the permitted disposition resulting in such Net Disposition Proceeds or the Casualty Event resulting in such Casualty Proceeds, as the case may be, of its or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the acquisition or construction of property or capital assets to be used in the case business of each Tranche A Term Loan Lender, upon the making Borrower and its Subsidiaries or such Casualty Proceeds to the rebuilding or replacement of the property which was the subject of such Tranche A Term Loan Lender’s Tranche A Term Loans Casualty Event, as the case may be, and (B) such Net Disposition Proceeds or Casualty Proceeds, as the case may be, are in fact so applied within 180 days following the receipt of such Net Disposition Proceeds or Casualty Proceeds, and (ii) no Default shall have occurred and be continuing and (b) any Net Equity Proceeds received by the Borrower or such Subsidiary under this Section so long as (i) the Administrative Agent shall have received a Compliance Certificate executed by an Authorized Officer of the Borrower certifying and, if reasonably requested by the Administrative Agent, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that, on a historical pro forma basis (after giving effect to the sale or issuance giving rise to such Net Equity Proceeds and all other transactions related thereto (including all Indebtedness that would be assumed or incurred as a result of such other transactions)) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 2.01(a)(i) 8.1.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 8.2.4 as of the Existing Credit Agreementlast day of such Fiscal Quarter and the Leverage Ratio as of such date would be less than 3.25:1, and (ii) no Default shall have occurred and be continuing. Each such reduction in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement Commitment Amount shall be permanent and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeautomatic.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the U.S. Borrower or any Domestic Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the U.S. Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the U.S. Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the U.S. Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the U.S. Borrower shall prepay the U.S. Term Loans (or all outstanding Loans and U.S. L/C Obligations if an Event of Default exists) in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making U.S. Borrower states in its notice of such Tranche A Term Loan Lender’s Tranche A event that the U.S. Borrower or the applicable Subsidiary intends to reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets for use in the ordinary course of the U.S. Borrower's or the applicable Subsidiary's business as then conducted, then so long as no Default or Event of Default then exists, the U.S. Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such assets with such 180-day period. Promptly after the end of such 180-day period, the U.S. Borrower shall notify the Administrative Agent whether the U.S. Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such assets, and to the extent such Net Cash Proceeds have not been so reinvested, the U.S. Borrower shall promptly prepay the U.S. Term Loans pursuant to Section 2.01(a)(i) (or all outstanding Loans and U.S. L/C Obligations if an Event of the Existing Credit Agreement, (iiDefault exists) in the case amount of such Net Cash Proceeds not so reinvested. The amount of each Tranche B Term Loan Lendersuch prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. If the Administrative Agent or the Required Lenders so request, upon the making all proceeds of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 Disposition or Event of Loss shall be deposited with the Existing Credit Agreement (a)(ii), (iii) Administrative Agent and held by it in the case Collateral Account. So long as no Default or Event of each Tranche C Term Loan LenderDefault exists, upon the making of Administrative Agent is authorized to disburse amounts representing such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant proceeds from the Collateral Account to Section 2.01(a)(iii) of or at the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant U.S. Borrower's direction for application to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment (A) Immediately upon any voluntary or involuntary (including casualty losses or condemnations) sale or disposition by any Borrower or its Subsidiaries of each Term Lender property or assets (other than sales or dispositions which qualify as Permitted Dispositions), such Borrower shall be automatically and permanently reduced prepay, without penalty or premium, the outstanding Obligations in accordance with clause (d) below in an amount equal to $0 (i) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) 100% of the Existing Credit Agreement, Net Cash Proceeds (iiincluding condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions to the case of each Tranche B Term Loan Lender, upon extent that the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of such Net Cash Proceeds received by Borrowers and its Delayed Draw Term Loan Commitment Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $250,000 in any fiscal year; provided, however, that, so long as (1) no Default or Event of Default shall have occurred and is continuing, (2) Administrative Borrower shall have given Agent prior written notice of Borrowers’ and their respective Subsidiaries’ intention to apply such monies to the costs of replacement of the property or assets which are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of any of the Borrowers or their respective Subsidiaries, (3) the monies are held in a cash collateral account in which Agent has a perfected security interest (if requested by Agent, in its sole discretion), and (y4) a Borrower or a Subsidiary of a Borrower completes such replacement, purchase or construction within 180 days after the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments initial receipt of such monies, such Borrower shall terminate on have the Maturity Date for option to apply such monies to the Revolving Credit Facilities. On costs of replacement of the date any prepayment property or assets which are the subject of Revolving Credit Loans such sale or disposition or the costs of purchase or construction of other assets useful in the business of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required Borrowers or their respective Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be so madepaid to Agent and applied as set forth above. Nothing contained in this subclause (A) shall permit any Borrower or its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced Subject to $0 Section 2.07(h), (i) in the case if any Loan Party or any of each Tranche A Term Loan Lender, upon the making its Subsidiaries disposes of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, any property (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of other than (x) the making any Disposition of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to any property permitted by Section 2.01(a)(iv7.05 (other than clauseclauses (d) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (f) thereof) and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required Asbestos Insurance Settlement so long as such proceeds are used or committed to be made pursuant used to Section 2.05(b)(viireimburse Parent or any of its Subsidiaries or make payments in respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization by the Loan Parties and their respective Subsidiaries of Net Cash Proceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Revolving Credit Commitments Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Class Net Cash Proceeds (to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, with respect to any such Net Cash Proceeds realized, at the election of either the US Borrower or the European Borrower (as notified by such Borrower to the Administrative Agent on or prior to the date of such disposition), and so long as no Default shall automatically have occurred and permanently reduce by be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as, within 12 months after the Dollar Amount receipt of such Net Cash Proceeds, such purchase shall have been consummated (or, if the Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the date of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately subject to prepayment of the prepayment required to be so madeTerm Loans as set forth in this Section 2.05(b)(i).

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Borrower shall, subject to clause (iii) below, prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) and (vii) below); provided, however, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.05(b)(i), at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent on or prior to the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other reinvestment action shall have been consummated; provided, however, that in the case of each Tranche A Term Loan Lenderany Asset Disposition of, upon or Recovery Event with respect to, any Collateral, in the making event the Borrower or such Restricted Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in assets of the type described in clause (x) above (including the construction of such Tranche A Term Loan Lender’s Tranche A Term Loans assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.01(a)(i2.05(b) shall be issued by a Person organized under the laws of any political subdivision of the Existing United States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit AgreementLoans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, (iifor the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) in or 8.01(f) or Event of Default shall have occurred and be continuing on the case date of each Tranche B Term Loan Lender, upon the making receipt of such Tranche B Term proceeds, any Net Cash Proceeds received as a result of the Disposition of the Caesar, the Express or the Ingleside, Texas spoolbase located at 2000 Xxxxxx X, Xxxxxxxxx, Xxxxx (and ancillary equipment with respect thereto) shall not be required to be reinvested or applied as a prepayment as provided above, but may be used by the Loan Lender’s Tranche B Term Loans Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the case of each Tranche C Term Loan Lender, upon Borrower shall notify the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant Administrative Agent thereof on or prior to Section 2.01(a)(iii) the date of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On applicable Asset Disposition or promptly following the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), that the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeBorrower has actual knowledge that a Recovery Event has occurred.

Mandatory. If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Term Commitment Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. If the Company or any of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (b)(v) below). Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the Indebtedness incurred hereunder, in each Term Lender case pursuant to a capital markets transaction or any substitutions thereof, after the Amendment No. 3 Closing Date, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Upon the sale or issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of 90295627_3 Capital Stock in connection with employee benefit arrangements), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of this Section 2.05(b) shall be automatically and permanently reduced to $0 applied (ix) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans an at-the-market (ATM) offering pursuant to Section 2.01(a)(iclause (b)(iii) of above, on the Existing Credit Agreement, (ii) in the case last day of each Tranche B Term Loan LenderMarch, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii)June, (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement September and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment December and (y) in all other cases, promptly (but in any event within 30 days upon such receipt of proceeds), to prepay on a pro rata basis based on outstanding balances under each of this Agreement, the Delayed Draw Existing Revolving Credit Agreement, the Existing 2015 Term Loan Commitment Termination Date. The Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, (A) first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the Existing 2015 Term Loan Credit Agreement have been satisfied in full, Loans outstanding hereunder and under the Existing Revolving Credit Commitments shall terminate Agreement (on a pro rata basis), on the Maturity Date for one hand, and (B) certain outstanding amounts owing under the Revolving Credit Facilities. On NPA Notes, on the date other hand, in each case, it being agreed and understood that any prepayment portion of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)such proceeds offered to, but declined by, the Revolving Credit Commitments holders of the NPA Notes (after giving effect to all offers of such Class shall automatically and permanently reduce by proceeds to the Dollar Amount other holders of the prepayment required NPA Notes) shall be used to be so madeprepay Indebtedness in accordance with subsection (A).

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay (or, in the case of each Tranche A the Incremental Term Loan LenderFacility, if any, offer to purchase at par), immediately upon the making receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Tranche A Term Loan Lender’s Tranche A Term Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.01(a)(i2.04(b)(i) of or reinvested pursuant to the Existing Credit Agreementproviso set forth below, (ii) exceeds $75,000,000; provided, that, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of each Tranche B Term Loan Lendera Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, upon further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the making election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the receipt of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to Section 2.01 the Administrative Agent); and provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Existing Credit Agreement (a)(iiLoans as set forth in this Section 2.04(b)(i), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Restricted Subsidiary in respect thereof) and, within five (5) Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay first, the relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (x) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (y) other than during the Basket Suspension Period, in the case of each Tranche A Term Loan Lender, upon the making any Disposition or Event of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of Loss not covered by clause (x) above, so long as no Event of Default has occurred and is continuing, if the making Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Delayed Draw Net Cash Proceeds, that the Borrower or a Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay first, the relevant Term Loan Lender’s Delayed Draw Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in the amount of such Net Cash Proceeds in excess of the applicable $2,500,000 basket described above not so reinvested. The amount of each such prepayment shall be applied to the relevant outstanding Term Loans pursuant to Section 2.01(a)(iv) and Revolving Loans (with a permanent reduction of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The relevant Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Commitments) in accordance with this Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made1.9 until paid in full.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or 7.05(p) which results in the realization by such Person of Net Cash Proceeds in excess of $50,000,000 in the aggregate for all such Dispositions in any fiscal year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds and (B) the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within five Business Days of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful assets in the business so long as within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the Borrower in writing to the Administrative Agent); provided further, however, in the case of each Tranche A Term Loan Lender, upon written commitment to invest such Net Cash Proceeds within eighteen (18) months after the making receipt of such Tranche A Net Cash Proceeds, such reinvestment shall be consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of Term Loan Lender’s Tranche A Loans equal to the lessor of (A) 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary and (B) the aggregate outstanding amount of all Term Loans (such prepayments to be applied as set forth in clause (iii) below). (iii) Each prepayment of Loans pursuant to Section 2.01(a)(ithe foregoing subclauses (i) of the Existing Credit Agreement, and (ii) in the case of this Section 2.05(b) shall be applied to each Tranche B Term Loan Lender, upon the making Class of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of on a pro rata basis and within each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.be

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to clause (iv) of this Section 2.03(b), if the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition permitted under Section 7.05 (other than clause (d) thereof)) which results in the realization by such Person of Net Cash Proceeds or the Borrower or any of its Restricted Subsidiaries receives any Net Cash Proceeds of casualty insurance or condemnation awards, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (or in the case of each Tranche A Term Loan Lendera Restricted Subsidiary that is not directly or indirectly wholly owned by the Borrower, upon in such lesser amount of Net Cash Proceeds as are actually received by the making Borrower or a wholly owned Restricted Subsidiary of such Tranche A Term Loan Lender’s Tranche A Term Loans the Borrower), together with all accrued interest thereon and any additional amounts required pursuant to Section 2.01(a)(i3.03, such prepayment to occur (subject to the provisions below and to clause (iv) of this Section 2.03(b)) within 10 Business Days following receipt of such Net Cash Proceeds by such Person; provided, however, that, (x) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(i), at the Existing Credit Agreementelection of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets, provided that, (i) within 180 days after the receipt of such Net Cash Proceeds, the Borrower or Restricted Subsidiary, as applicable, has reinvested the Net Cash Proceeds into operating assets or (ii) in where such Net Cash Proceeds have not been reinvested within 180 days after the case of each Tranche B Term Loan Lender, upon the making receipt of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Net Cash Proceeds, the Borrower or Restricted Subsidiary shall have entered into a binding agreement for such reinvestment and such reinvestment shall have been consummated within 180 days after entering into such reinvestment agreement (as certified by the Borrower in writing to Section 2.01 of the Existing Credit Agreement (a)(iiAdministrative Agent), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment ; and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards, at the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate election of the Borrower (as notified by the Borrower to the Administrative Agent on the Maturity Date for the Revolving Credit Facilities. On or prior to the date any prepayment of Revolving Credit Loans receipt of any Class is required to be made pursuant to Section 2.05(b)(viisuch Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Event of Default shall have occurred and be continuing, the Revolving Credit Commitments Borrower or such Restricted Subsidiary may apply within 180 days after the receipt of such Class shall automatically Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and permanently reduce by the Dollar Amount of the prepayment required provided that any Net Cash Proceeds referred to above in (x) or (y) to be so madereinvested shall be deposited in the Cash Collateral Account pending such reinvestment and, provided, further, that any amount referred to above in (x) or (y) which is not so reinvested within the time specified therein shall be applied as set forth in clause (iv) of this Section 2.03(b).

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrowers state in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Borrower or the applicable Subsidiary intends to Section 2.01(a)(i) invest or reinvest, as applicable, within 365 days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the case Borrowers’ notice within such 365-day period. Promptly after the end of such 365-day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each Tranche B Term Loan Lender, upon such prepayment shall be applied then to the making of such Tranche B Term Loan Lender’s Tranche B Term U.S. Revolving Loans pursuant and the Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to Section 2.01 of the Existing Credit Agreement U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (a)(iiin accordance with the outstanding principal amounts thereof), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the case realization or receipt by any member of each Tranche A Term Loan Lenderthe Restricted Group of Net Available Cash, upon the making Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after 95007615_1 the realization or receipt by any member of the Restricted Group of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit AgreementNet Available Cash (or, (ii) in the case event of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Net Available Cash which may be reinvested as set forth below in this Section 2.01 of the Existing Credit Agreement (a)(ii2.05(b)(i), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the Revolving Credit Commitments lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that, at the option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition may be used in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such Class receipt, and such proceeds shall automatically and permanently reduce by the Dollar Amount of the prepayment not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so madeused or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of such termination or rescission) (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Term Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $100.0 million and 5.0% of Total Assets.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Guarantor in respect thereof) and, promptly upon receipt by such Borrower or such Guarantor of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Parent not exceeding $500,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (y) in the case of each Tranche A Term Loan Lenderany Disposition or Event of Loss not covered by clause (x) above, upon so long as no Default or Event of Default then exists, if the making Borrower Representative states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the relevant Borrower or the relevant Guarantor intends to Section 2.01(a)(i) reinvest, within 180360 days of the Existing Credit Agreementapplicable Disposition or Event of Loss, (ii) the Net Cash Proceeds thereof in Property similar to the Property which were subject to such Disposition or other assets useful in such Borrower’s or such Guarantor’s business, then the Borrowers shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar Property or such other Property useful in such Borrower’s or such Guarantor’s business within such 180360-day period. Promptly after the end of such 180360-day period, the Borrower Representative shall notify the Administrative Agent whether such Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful Property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the case of each Tranche B Term Loan Lender, upon the making amount of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Net Cash Proceeds not so reinvested, provided, that if at the end of such 180360-day period such Net Cash Proceeds are contractually committed to Section 2.01 be reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, Threshold Amount upon the earlier of (xi) the making termination of such Delayed Draw Term Loan Lender’s Delayed Draw commitment and (ii) if such amount is not so expended, the first day following the date such amount was contractually committed to be expended, but in any event not later than the date 360540 days following the applicable Disposition or Event of Loss. The amount of each such prepayment shall be applied, first to the outstanding Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the manner set forth in Section 1.9(c) hereof until paid in full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for then to the Revolving Credit Facilities. On (but, for the date avoidance of doubt, without any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), permanent reduction in the Revolving Credit Commitments Commitment). If the Administrative Agent or the Required Lenders so request, all proceeds of such Class Disposition or Event of Loss shall automatically be deposited with the Administrative Agent (or its agent) and permanently reduce held by it in the Dollar Amount Collateral Account. So long as no Default or Event of Default exists, the prepayment required Administrative Agent is authorized to be so madedisburse amounts representing such proceeds from the Collateral Account to or at the Borrower Representative’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property or in any permitted reinvestment.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the terms herein, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Event of Default then exists, and (z) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if the Delayed Draw Term Loan Commitment Termination DateBorrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within 120 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 120-day period. Promptly after the end of such 120-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The Revolving Credit Commitments amount of each such prepayment shall terminate be applied, subject to Section 1.9(b)(vi) below, first to the outstanding Term Loans (to be applied on a ratable basis between the outstanding Term A Loans, Term B-1 Loans, and Term B-2 Loans based on the Maturity Date outstanding principal amounts thereof) until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if the Delayed Draw Term Loan Commitment Termination DateBorrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within ninety (90) days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The Revolving Credit Commitments amount of each such prepayment shall terminate be applied, subject to Section 1.9(b)(v) below, first to the outstanding Term Loans (to be applied on a ratable basis between the Term A Loans and Acquisition Loans based on the Maturity Date outstanding principal amount thereof) until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Credit Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $250,000 individually or on a cumulative basis in any fiscal year of Credit Parties, then (x) Borrower Representative shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Credit Party or such Subsidiary in respect thereof) and (y) promptly (and in any event within two (2) Business Days) upon receipt by any Credit Party or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $250,000; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon the making if Borrower Representative states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Credit Party or Subsidiary intends to Section 2.01(a)(iinvest or reinvest, as applicable, within one hundred eighty (180) days of the Existing applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in Borrower Representative’s notice within such one hundred eighty (180) day period. Promptly after the end of such one hundred eighty (180) day period, Borrower Representative shall notify the Agent whether such Credit AgreementParty or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in Borrower Representative’s notice, (ii) and to the extent such Net Cash Proceeds have not been so invested or reinvested, Borrowers shall promptly prepay the Obligations in the case amount of such Net Cash Proceeds not so invested or reinvested. The amount of each Tranche B Term Loan Lender, upon such prepayment shall be applied first to the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed outstanding Draw Term Loans pursuant until paid in full (applied on a pro rata basis to Section 2.01(a)(ivthe remaining principal amortization payments thereof), second to the outstanding Incremental Term Loans (if any) of until paid in full (applied on a pro rata basis to the Existing Credit Agreement remaining principal amortization payments thereof) and, then to (in the full aggregate amount of its Delayed Draw Term Loan Commitment and (yorder determined by Agent) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on Loans, Swing Loans and the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeReimbursement Obligations.

Mandatory. The Term Commitment At the end of each Term Lender the -------- (-------) year after the Effective Date hereof , CONTRACTOR shall be automatically and permanently reduced relinquish to $0 (i) in the case GOVERNMENT a total of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i------------------ percent ( -------- %) of the Existing Credit Agreement, (ii) original Area on the Effective date not then converted to a Development Lease or Leases. Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases unless otherwise agreed upon between EGPC and CONTRACTOR so as to enable the case of each Tranche B Term Loan Lender, upon relinquishment requirements to be precisely fulfilled. At the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 end of the Existing Credit Agreement ---------- (a)(ii)------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT an additional --------------- percent (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii--------%) of the Existing Credit Agreement original Area on the Effective date not then converted to a Development Lease or Leases. Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases unless otherwise agreed upon between EGPC and CONTRACTOR so as to enable the relinquishment requirements to be precisely fulfilled. Without prejudice to Articles III and XXIII and the last three paragraphs of this Article V (iva), at the end of the -------------- ( ) year of the Exploration period, CONTRACTOR shall relinquish the remainder of the Area not then converted to Development Leases. It is understood that at the time of any relinquishment the areas to be converted into Development Leases and which are submitted to the Minister of Petroleum for his approval according to Article III (d) shall, subject to such approval, be deemed converted to Development Leases. CONTRACTOR shall not be required to relinquish any Exploration Block or Blocks on which a Commercial Oil or Gas Well is discovered before the period of time referred to in Article III (c) given to CONTRACTOR to determine whether such Well is a Commercial Discovery worthy of Development or to relinquish an Exploration Block in respect of which a notice of Commercial Gas Discovery has been given to EGPC subject to EGPC's right to agree on the existence of a Commercial Discovery pursuant to Article III (c), and without prejudice to the requirements of Article III (e). In the event at the end of the initial Exploration period or either of the two successive extensions of the initial Exploration period, a well is actually drilling or testing, CONTRACTOR shall be allowed up to six (6) months to enable it to discover a Commercial Oil or Gas Well or to establish a Commercial Discovery, as the case may be. However, any such extension of each Delayed Draw Term Loan Lender, upon up to six (6) months shall reduce the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) length of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)next succeeding Exploration period, the Revolving Credit Commitments of such Class shall automatically and permanently reduce as applicable, by the Dollar Amount of the prepayment required to be so madethat amount.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the case aggregate results in the realization or receipt by any Restricted Company of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Tranche A Term Loan Lender’s Tranche A Net Cash Proceeds an aggregate principal amount of Initial Term Loans pursuant and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to Section 2.01(a)(i) the Asset Sale Percentage of all Net Cash Proceeds received (the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii“Applicable Asset Sale Proceeds”), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of ; provided that (x) no such prepayment shall be required pursuant to this ‎Section 2.06(b)(i)(A) if, on or prior to such date, the making Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(ivNet Cash Proceeds in accordance with ‎Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment Default has occurred and is then continuing) and (y) if at the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on time that any such prepayment would be required, the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class Borrower is required to be made offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment Disposition or Casualty Event (such Indebtedness required to be offered to be so made.repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable 89

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time (i) make or agree to make a Disposition, including without limitation any Targeted Transactions or Designated Transaction, or (ii) shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that in the case of each Tranche A Term Loan LenderEvent of Loss, upon if the making Borrower states in its notice of such Tranche event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 90 days of receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. Except for any prepayment resulting from any Designated Transaction, the amount of each such prepayment shall be applied first to the outstanding Bullet Loans A Term Loan Lender’s Tranche A until paid in full, then to outstanding Term Loans pursuant A until paid in full, then to Section 2.01(a)(ioutstanding Term Loans B until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans, provided that (A) the Net Cash Proceeds of any disposition of the Existing Credit Agreement, inventory and accounts receivable of a Targeted Transaction agreed to by the Borrower and the Administrative Agent (iithe “Working Capital Proceeds”) in an amount equal to the case amount included in the Borrowing Base (but not to exceed $487,000 in the aggregate) with respect to such assets shall first be applied to the repayment of each Tranche Revolving Loan until paid in full and then to the Swing Loans, and (B) the Borrower may elect to apply any Working Capital Proceeds in excess the amount described in the foregoing clause (A) to the repayment of Revolving Loans or the Bullet Loans A. The amount of any payment resulting from any Designated Transaction shall be applied first to the outstanding Term Loans A until paid in full, then to outstanding Term Loans B Term until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans until paid in full and then to the outstanding Bullet Loans A, provided that the Net Cash Proceeds of any disposition of the inventory and accounts receivable in connection with a Designated Transaction in an amount equal to the amount included in the Borrowing Base with respect to such assets shall first be applied to the repayment of Revolving Loan Lenderuntil paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, upon the making all proceeds of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 Event of Loss shall be deposited with the Existing Credit Agreement (a)(ii), (iii) Administrative Agent and held by it in the case Collateral Account. So long as no Default or Event of each Tranche C Term Loan LenderDefault exists, upon the making of Administrative Agent is authorized to disburse amounts representing such Tranche C Term Loan Lenderproceeds from the Collateral Account to or at the Borrower’s Tranche C Term Loans pursuant direction for application to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrowers or any of their respective Subsidiaries shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $10,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrowing Agent shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrowers or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $10,000,000; provided, that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrowing Agent states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the applicable Borrower or the applicable Subsidiary intends to Section 2.01(a)(iinvest or reinvest, as applicable, within twelve (12) months of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in similar like-kind assets or a restoration or repair of the Property subject to such Event of Loss, then the applicable Borrower or the applicable Subsidiary shall deliver the Net Cash Proceeds to the Administrative Agent to be applied to the Revolving Loan and the Administrative Agent may, in its sole discretion, establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount, until such time as such Net Cash Proceeds have been reborrowed to effect such restoration or repair or applied to other Obligations as set forth herein. If the applicable Borrower or the applicable Subsidiary has delivered such Net Cash Proceeds to the Administrative Agent, such Borrower or Subsidiary may, so long as no Default or Event of Default then exists, reborrow such Net Cash Proceeds for investment or reinvestment so long as such Net Cash Proceeds are actually invested or reinvested as described in the case Borrowing Agent’s notice within such twelve (12) month period and otherwise in accordance with the provisions of each Tranche B Term the applicable Loan LenderDocuments (including, upon without limitation, any requirements specifically set forth in the making Mortgages). Promptly after the end of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant twelve (12) month period, the Borrowing Agent shall notify the Administrative Agent whether such Borrower or such Subsidiary intends to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) invest or reinvest such Net Cash Proceeds as described in the case of each Tranche C Term Loan LenderBorrowing Agent’s notice, upon and to the making of extent such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required Net Cash Proceeds are not to be so madeinvested or reinvested, the Administrative Agent shall release any applicable reserve in the amount of such Net Cash Proceeds not so invested or reinvested. The amount of each such prepayment shall be applied first to the Revolving Loans until paid in full and then to the Swing Loans. To the extent that the Administrative Agent directly receives any Net Cash Proceeds resulting from an Event of Loss, the Administrative Agent shall apply the amount of such Net Cash Proceeds to the Obligations as outlined in this Section 2.8(b).

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(b)) and, in connection therewith, is required to prepay the case outstanding principal amount of each Tranche A Term Loan Lenderthe Loans, upon the making Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion, subject to the limitations set forth herein) equal to 100% of such Tranche A Term Loan Lender’s Tranche A Term Net Cash Proceeds of such Disposition so required to be applied to the prepayment of Loans pursuant to Section 2.01(a)(i7.05(b) on or prior to the date that is five (5) Business Days after the date of the Existing Credit Agreement, receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the case election of each Tranche B Term Loan Lender, upon the making Borrowers (as notified by the Administrative Borrower to the Administrative Agent on or prior to the date of such Tranche B Term Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Lender’s Tranche B Term Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested within such 365 day period shall be promptly applied to the prepayment of the Loans as set forth in Section 2.05(b)(v). Notwithstanding any other provisions of this Section 2.05(b)(i), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.01 of 2.05(b) to the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement extent provided herein and (ivB) to the extent that the Borrowers have determined in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans good faith that repatriation of any Class is of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be made pursuant applied to repay Loans at the times provided in this Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce 2.05(b) but may be retained by the Dollar Amount of the prepayment required to be so madeapplicable Foreign Subsidiary.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans Within ten (10) Business Days after financial statements have been delivered pursuant to Section 2.01(a)(i5.1(a) and Section 5.1(b) (commencing with the first full fiscal quarter after the Completion Date) and the related Compliance Certificate has been delivered pursuant to Section 5.2(a), the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) 100% of Excess Cash Flow minus (B) the Existing Credit Agreementsum of, without duplication, all voluntary prepayments or permitted purchases of Term Loans during such Excess Cash Flow Period or, without duplication across Excess Cash Flow Periods, after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due minus (C) the aggregate amount deposited into the Debt Service Reserve Account (such that amounts on deposit therein are equal to or less than the Debt Service Reserve Amount), during such Excess Cash Flow Period or, without duplication across Excess Cash Flow Periods, after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due. (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of If (x) the making Borrower or any of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant its Subsidiaries consummates an Asset Sale (subject at all times to the restrictions set forth in Section 2.01(a)(iv6.4(c) that prohibit the sale of any FLNG2 Collateral) or (y) any Recovery Event occurs, and the Existing Credit Agreement transactions described in the full aggregate amount of its Delayed Draw Term Loan Commitment foregoing clauses (x) and (y) result in the Delayed Draw receipt by the Borrower and its Subsidiaries of Net Proceeds (any such transaction or series of related transactions being a “Relevant Transaction”), the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Proceeds and the Borrower shall, prepay an aggregate principal amount of Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate Loans in an amount equal to the Net Proceeds received from such Relevant Transaction within five (5) Business Days of receipt thereof by the Borrower or such Subsidiary; provided that, the Borrower (or any Restricted Subsidiary) may use such Net Proceeds to prepay or offer to repurchase, on a ratable basis (determined on the Maturity Date for basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness at such time), (A) Permitted Pari Passu Secured Refinancing Debt (as defined in the TLB Credit Agreement as of the date hereof) or any other Indebtedness permitted hereunder to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations (or, in each case, any Refinancing Indebtedness incurred in respect thereof that is secured by Liens on the Collateral on a pari passu basis with the Obligations) or (B) Indebtedness under the Equal Priority Obligations existing on the date hereof pursuant to the terms of the documentation governing such Indebtedness (such Permitted Pari Passu Secured Refinancing Debt, Indebtedness under the Equal Priority Obligations or such other Indebtedness (or such Refinancing Indebtedness incurred in respect thereof) which the borrower elects to prepay or offer to repurchase, “Other Applicable Indebtedness”); provided further that if the Relevant Transaction involves (1) an Asset Sale (including a Specified Asset Sale) constituting Collateral (other than FLNG2 Assets) so long as the aggregate Net Proceeds do not exceed $350 million or (2) any Asset Sale of assets not constituting Collateral, then the Net Proceeds of such assets may be applied to Other Applicable Indebtedness (other than Indebtedness under the Revolving Credit Facilities. On Agreement, LC Facility or other revolving indebtedness that constitutes Equal Priority Obligations unless such prepayment is accompanied by permanent reductions of the commitments thereunder) on a non-ratable basis, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically rejection) be applied to prepay the Term Loans (and permanently reduce by the Dollar Amount of the prepayment required to be so made.any Other Applicable

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the case realization or receipt by any member of each Tranche A Term Loan Lenderthe Restricted Group of Net Available Cash, upon the making relevant Borrower shall cause to be prepaid on the date of the realization or receipt by any member of the Restricted Group of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this clause (ii), on the date such reinvestment period expires), subject to Section 2.01(a)(iclause (b)(vii) of this Section 2.05, an aggregate principal amount of Loans in an amount which is the Existing Credit Agreement, lesser of (a) the Net Available Cash from such Asset Disposition and (ii) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance); provided that at the option of the Borrowers, the Borrowers may use all or any portion of the Net Available Cash received in connection with an Asset Disposition in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case of each Tranche B Term Loan Lender, upon the making within 12 months of such Tranche B Term Loan Lender’s Tranche B Term receipt, and such proceeds shall not be required to be applied to prepay the Loans pursuant except to Section 2.01 the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this clause (b)(ii)), as of the Existing Credit Agreement date or such termination; and provided further that, if at the time that any such prepayment would be required, any Borrower (a)(ii), (iiior any Restricted Subsidiary) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made offer to prepay or repurchase other Senior Secured Indebtedness pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments terms of the documentation governing such Indebtedness with the net proceeds of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment Asset Disposition (such Senior Secured Indebtedness required to be offered to be so maderepurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and provided further that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $200,000,000 and 3.0% of Total Assets.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Parent, the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 (or the equivalent thereof in another currency) individually or on a cumulative basis in any fiscal year of the Parent, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Parent, the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Parent, the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (or to all outstanding Loans and L/C Obligations if an Event of Default exists); provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Parent or the Borrower states in its notice of such Tranche A Term Loan Lender’s Tranche A event that the Parent, the Borrower or the applicable Subsidiary intends to reinvest, within 90 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Parent, the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Term Loans pursuant in the amount of such Net Cash Proceeds not so reinvested (or to Section 2.01(a)(i) all outstanding Loans and L/C Obligations if an Event of Default exists). The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations of the Existing Credit Agreementseveral Lenders based on the principal amounts thereof. If a Default or Event of Default exists, (ii) all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the case Collateral Account. So long as no Default or Event of each Tranche B Term Loan LenderDefault exists, upon the making of Administrative Agent is authorized to disburse amounts representing such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant proceeds from the Collateral Account to Section 2.01 of or at the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant Borrower's direction for application to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Restricted Subsidiary Disposes of any property or assets in the case of each Tranche A Term Loan Lender, reliance upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of clause (x) of Section 7.04 (other than Merger Agreement Dispositions), any Material Disposition occurs or any Casualty Event occurs, that, in either case, results in the making realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds in excess of $25 million, then, subject to clause (vi) below, the Borrower shall cause to be prepaid on or prior to the date which is 10 Business Days after the date of the realization or receipt by the Borrower or Restricted Subsidiary of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full Net Proceeds an aggregate amount of its Delayed Draw Term Loan Commitment and Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrower (yor any Restricted Subsidiary) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made prepay or to offer to prepay or repurchase any other Indebtedness then outstanding that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be prepaid, offered to be so prepaid or repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(vii2.05(b)(i) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid (after giving effect to any requirement that the declined amounts be offered to other holders of such Other Applicable Indebtedness), the Revolving Credit Commitments declined amount shall promptly (and in any event within 10 Business Days after the date of such Class rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided further, that, except with respect to a Material Disposition (for which the Borrower and its Restricted Subsidiaries shall automatically not have reinvestment rights) or a Merger Agreement Disposition (for which the Borrower and permanently reduce by its Restricted Subsidiaries shall not be required to make any prepayments under this Section 2.05(b)(i), no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Proceeds that the Dollar Amount Borrower or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined or may determine to reinvest (as set forth in a notice from the Borrower to the Administrative Agent to be delivered on or prior to the date which is 10 Business Days after the date of receipt of the prepayment required to be so madeapplicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the case aggregate results in the realization or receipt by any Restricted Company of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Tranche A Term Loan Lender’s Tranche A Net Cash Proceeds an aggregate principal amount of Initial Term Loans pursuant and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to Section 2.01(a)(i) the Asset Sale Percentage of all Net Cash Proceeds received (the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii“Applicable Asset Sale Proceeds”), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of ; provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the making Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Net Cash Proceeds in accordance with Section 2.01(a)(iv2.06(b)(i)(B) (which election may only be made if no Specified Event of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment Default has occurred and is then continuing) and (y) if at the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on time that any such prepayment would be required, the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class Borrower is required to be made offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment Disposition or Casualty Event (such Indebtedness required to be offered to be so made.repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable 90

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Specified U.S. Borrower or any of its Domestic Subsidiaries directly or indirectly Disposes of any property comprising U.S. ABL Priority Collateral pursuant to Sections 7.05(l) or (o) which results in the case realization by such Person of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making in excess of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) $10,000,000 (in any transaction or series of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(iirelated transactions), (iiiA) in the case Borrowers shall prepay an aggregate principal amount of each Tranche Revolving Credit Loans and Cash Collateralize L/C Term Loan Lender, upon Obligations equal to the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier lesser of (x) the making 100% of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment Net Cash Proceeds and (y) Total Outstandings, within two (2) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (xi) below) or (B) at the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments option of the Specified U.S. Borrower, the Borrowers or such Subsidiaries shall terminate on reinvest all or any portion of such Net Cash Proceeds in U.S. ABL Priority Collateral or other assets useful in the Maturity Date for business of the Revolving Credit Facilities. On Specified U.S. Borrower and its Domestic Subsidiaries within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Specified U.S. Borrower or the relevant Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided that, at the option of the Specified U.S. Borrower, any investment in the business of the Specified U.S. Borrower or one of its Domestic Subsidiaries made within 180 days prior to the date of receipt of such Net Cash Proceeds may be deemed to have been made during such 365-day period; provided further, however, that, if any such Net Cash Proceeds are not so reinvested on or prior to the last day of the applicable reinvestment period, an amount equal to any such Net Cash Proceeds shall within five (5) Business Days be applied to the prepayment of Revolving Credit Loans and the Cash Collateralization of any Class is required to be made pursuant to L/C Obligations in accordance with clause (A) of this Section 2.05(b)(vii2.05(b)(i), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Subsidiary in respect thereof) and, within five Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (y) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (z) in the case of each Tranche A Term Loan Lender, upon the making any Disposition or Event of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and Loss not covered by clause (y) above, so long as no Event of Default has occurred and is continuing, if the Delayed Draw Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets used or useful in the business of the Borrower or a Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that the Borrower or a Subsidiary has committed to reinvest such Net Cash Proceeds in assets used or useful in the business of the Borrower or a Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loan Commitment Termination DateLoans in the amount of such Net Cash Proceeds in excess of the applicable $2,500,000 basket described above not so reinvested. The Revolving Credit Commitments amount of each such prepayment shall terminate on be applied to the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit relevant outstanding Term Loans of any Class is required to be made pursuant to in accordance with this Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made1.9 until paid in full.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to clause (ix) of this Section 2.05(b), within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus (B) the sum of (1) all voluntary prepayments of (x) First Lien Term Loans, First Lien Incremental Equivalent Debt and First Lien Refinancing Equivalent Debt secured on a pari passu or senior basis with the Initial Loans, (y) Initial Loans and (z) Loans, Incremental Equivalent Debt and Refinancing Equivalent Debt, in each case in this clause (z), required to be secured by the Collateral on a pari passu basis with the Initial Loans, during such Excess Cash Flow Period or after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due (limited in the case of any voluntary prepayments made pursuant to Section 2.05(a)(v) and Section 2.05(a)(v) of the First Lien Credit Agreement to the discounted amount actually paid in respect of the principal amount of such Loans and First Lien Term Loans (as opposed to the face amount so prepaid)) and (2) all voluntary prepayments of First Lien Revolving Credit Loans or First Lien Incremental Revolving Loans during such Excess Cash Flow Period or after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due, to the extent the First Lien Revolving Credit Commitments or First Lien Incremental Revolving Commitments, as applicable, are permanently reduced by the amount of such payments and in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, immediately preceding clauses (ii1) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv2) in to the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of extent such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeprepayments are funded with Internally Generated Cash.

Mandatory. The Term Commitment (A) Immediately upon any voluntary or involuntary (including casualty losses or condemnations) sale or disposition by any Borrower or its Subsidiaries of each Term Lender property or assets (other than sales or dispositions which qualify as Permitted Dispositions), such Borrower shall be automatically and permanently reduced prepay, without penalty or premium, the outstanding Obligations in accordance with clause (d) below in an amount equal to $0 (i) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) 100% of the Existing Credit Agreement, Net Cash Proceeds (iiincluding condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions to the case of each Tranche B Term Loan Lender, upon extent that the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of such Net Cash Proceeds received by Borrowers and its Delayed Draw Term Loan Commitment Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $250,000 in any fiscal year; provided, however, that, so long as (1) no Default or Event of Default shall have occurred and is continuing, (2) Administrative Borrower shall have given Agent prior written notice of Borrowers’ and their respective Subsidiaries’ intention to apply such monies to the costs of replacement of the property or assets which are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of any of the Borrowers or their respective Subsidiaries, (3) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, (4) Borrowers have Excess Availability of not less than $3,500,000 as of the date on which Agent receives the notice set forth in clause (2) above, and (y5) a Borrower or a Subsidiary of a Borrower completes such replacement, purchase or construction within 180 days after the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments initial receipt of such monies, such Borrower shall terminate on have the Maturity Date for option to apply such monies to the Revolving Credit Facilities. On costs of replacement of the date any prepayment property or assets which are the subject of Revolving Credit Loans such sale or disposition or the costs of purchase or construction of other assets useful in the business of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required Borrowers or their respective Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be so madepaid to Agent and applied as set forth above. Nothing contained in this subclause (A) shall permit any Borrower or its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the outstanding Loans and L/C Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrower states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the Borrower or the applicable Subsidiary intends to Section 2.01(a)(i) reinvest, within 180 days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the outstanding Loans and L/C Obligations in the case amount of such Net Cash Proceeds not so reinvested. The amount of each Tranche B Term Loan Lender, upon such prepayment shall be applied on a ratable basis among the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate relevant outstanding Obligations based on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeprincipal amounts thereof.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 (or the U.S. Dollar Equivalent thereof, if applicable) individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay first, (A) during the Availability Period, the Term Loans, and (B) after the Availability Period, the Term Loans and the Capital Expansion Loans, in each case in the manner specified in Section 1.9(e) hereof until the Term Loans and, if applicable, the Capital Expansion Loans are paid in full and then the Revolving Loans, Swing Loans and L/C Obligations (or all outstanding Loans and L/C Obligations if an Event of Default exists) in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrower states in its notice of such Tranche A event that the Borrower or the applicable Subsidiary intends to reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets for use in the ordinary course of the Borrower’s or the applicable Subsidiary’s business as then conducted, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay (A) during the Availability Period, the Term Loan Lender’s Tranche A Loans, and (A) after the Availability Period, the Term Loans pursuant to Section 2.01(a)(i) of and the Existing Credit AgreementCapital Expansion Loans, (iior in each case all outstanding Loans and L/C Obligations if an Event of Default exists) in the case amount of such Net Cash Proceeds not so reinvested. The amount of each Tranche B Term Loan Lendersuch prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts (in the U.S. Dollar Equivalent) thereof. If the Administrative Agent or the Required Lenders so request, upon the making all proceeds of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 Disposition or Event of Loss shall be deposited with the Existing Credit Agreement (a)(ii), (iii) Administrative Agent and held by it in the case Collateral Account. So long as no Default or Event of each Tranche C Term Loan LenderDefault exists, upon the making of Administrative Agent is authorized to disburse amounts representing such Tranche C Term Loan Lenderproceeds from the Collateral Account to or at the Borrower’s Tranche C Term Loans pursuant direction for application to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (x) Parent, the Borrower or any of their respective Subsidiaries Disposes of any property or assets (other than any Disposition (1) to a Loan Party or (2) by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party) pursuant to Section 7.05(j), (l), (o) or (p), or (y) any Casualty Event occurs, and the transactions or series of related transactions described in this clause (A) result in the receipt by Parent, the Borrower and the Subsidiaries of Net Cash Proceeds (any such transaction or series of related transactions being a “Relevant Transaction”), the Borrower shall (1) give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(i)(B), the Borrower shall, subject to Section 2.05(b)(vi) hereof, prepay an aggregate principal amount of Term Loans in an amount equal to the Net Cash Proceeds received from such Relevant Transaction in excess of such annual limit within fifteen (15) Business Days of receipt thereof by Parent, the Borrower or such Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu or senior basis to the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, in each case in an amount not to exceed (1) in the case of each Tranche A Term Loan Lenderpari passu Indebtedness, upon the making product of (x) the amount of such Tranche A Term Loan Lender’s Tranche A Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other pari passu Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreementand such other Indebtedness, and (ii2) in the case of each Tranche B Term Loan LenderSenior Indebtedness, upon the making amount of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeNet Cash Proceeds.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any Loan Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the applicable Loan Party or such Subsidiary in respect thereof) and, promptly upon receipt by the applicable Loan Party or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Loan Parties not exceeding $1,000,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if the Delayed Draw Term Borrower Representative states in its notice of such event that the applicable Loan Commitment Termination DateParty or the applicable Subsidiary intends to reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrowers shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower Representative shall notify the Administrative Agent whether the applicable Loan Party or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The Revolving Credit Commitments amount of each such prepayment shall terminate on be applied, first to the Maturity Date for outstanding Acquisition Loans until paid in full and then to the Revolving Credit Facilities. On the date any prepayment of (without a concomitant reduction in Revolving Credit Loans Commitments). If the Administrative Agent or the Required Lenders so request, all proceeds of any Class is required to such Disposition or Event of Loss shall be made pursuant to Section 2.05(b)(vii)deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Revolving Credit Commitments Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower Representative’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ix), within five (5) Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2024) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “Calculated ECF Amount”) equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus, at the Borrower’s option, (B) the sum of (1) all voluntary prepayments of Term Loans during such Excess Cash Flow Period (and, at the sole discretion of the Borrower, the period from the end of such Excess Cash Flow Period to the date that the prepayment pursuant to this Section 2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods), (2) all voluntary prepayments of Incremental Term Loans (only to the extent such Incremental Term Loans so prepaid were pari passu in right of payment and security to the Initial Term Loans) during such Excess Cash Flow Period (and, at the sole discretion of the Borrower, the period from the end of such Excess Cash Flow Period to the date that the prepayment pursuant to this Section 2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods) and (3) all voluntary prepayments of Revolving Credit Loans during such Excess Cash Flow Period (and, at the sole discretion of the Borrower, the period from the end of such Excess Cash Flow Period to the date that the prepayment pursuant to this Section 2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such prepayments, and in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, immediately preceding clauses (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii1), (iii2) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in 3), to the case of each Delayed Draw Term Loan Lender, upon the earlier of extent such prepayments (x) are not financed with the making proceeds of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(ivlong-term Indebtedness (other than the proceeds of Revolving Credit Loans) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) were not otherwise deducted in determining the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on amount of prepayment pursuant to this Section 2.05(b)(i) in any prior period, in each case, during such Excess Cash Flow Period (and, at the Maturity Date for sole discretion of the Revolving Credit Facilities. On Borrower, the period from the end of such Excess Cash Flow Period to the date any that the prepayment of Revolving Credit Loans of any Class is required to be made pursuant to this Section 2.05(b)(vii2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If any of the Borrowers or any Subsidiary makes any Disposition of the type described in clause (i), (j) or (k) of Section 7.05 which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of the Loans equal to (A) 100% of the Net Cash Proceeds received therefrom for any Disposition of the type described in Section 7.05(i) and (B) 100% of the Net Cash Proceeds received therefrom in excess of $25,000,000100,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions of the type described in Sections 7.05(j) and (k) during the twelve month period most recently ended on or before such date (and including the month in which such Disposition occurred), in each case of each Tranche A Term Loan Lender, upon clauses (A) and (B) no later than fifteen (15) days after the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) end of the Existing Credit Agreement, month during which such Disposition occurred (such prepayments to be applied as set forth in clauses (ii) and (v) below, as applicable); provided that, so long as no Event of Default exists at such time, to the extent a Restricted Payment or other distribution to a Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under this Section 2.05(b)(i) shall be made if the applicable Borrower or the applicable Subsidiary determines in good faith that it would incur liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which such Borrower, in its reasonable judgment, deems to be material. Notwithstanding anything in the case of each Tranche B Term Loan Lenderpreceding sentence to the contrary, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon event the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant limitations or restrictions described therein cease to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant apply to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is (or portion thereof) required to be made pursuant to under this Section 2.05(b)(vii2.05(b)(i), the Revolving Credit Commitments Borrowers shall make such prepayment in an amount equal to the amount of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment previously required to be so madehave been made without having given effect to such limitations or restrictions, less the amount by which the Net Cash Proceeds from the applicable Disposition were previously used for the permanent repayment of Indebtedness.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to clause (vii) below, if the Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $1,000,000; provided that in the case of each Tranche A Term Loan LenderAsset Disposition and Event of Loss, upon if the making Borrower states in such notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the Borrower or the applicable Subsidiary intends to Section 2.01(a)(iinvest or reinvest, as applicable, within twelve (12) months of the Existing Credit Agreementapplicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the case Borrower’s notice within such twelve (12) month period. Promptly after the end of such twelve (12) month period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each Tranche B Term Loan Lendersuch prepayment shall be applied to the outstanding Loans. If the Administrative Agent or the Required Lenders so request, upon the making all proceeds of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 Asset Disposition or Event of Loss shall be deposited with the Existing Credit Agreement (a)(ii), (iii) Administrative Agent and held by it in the case Collateral Account. So long as no Default or Event of each Tranche C Term Loan LenderDefault exists, upon the making of Administrative Agent is authorized to disburse amounts representing such Tranche C Term Loan Lenderproceeds from the Collateral Account to or at the Borrower’s Tranche C Term Loans pursuant direction for application to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to the terms of the Senior Subordination Agreement, if the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $110,000 individually or $220,000 on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $110,000 individually or $220,000 on a cumulative basis in any fiscal year of the Borrower; provided that in the case of each Tranche A Term Loan LenderDisposition and Event of Loss, upon if the making Borrower states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the Borrower or the applicable Subsidiary intends to Section 2.01(a)(iinvest or reinvest, as applicable, within one hundred eighty (180) days of the Existing Credit Agreementapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, (ii) the Net Cash Proceeds thereof in assets used or useful in the case business, then so long as no Default or Event of each Tranche B Term Loan LenderDefault then exists, upon the making Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Tranche B Term Loan LenderNet Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s Tranche B Term Loans pursuant notice within such one hundred eighty (180) day period. Promptly after the end of such one hundred eighty (180) day period, the Borrower shall notify the Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to Section 2.01 the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $110,000 individually or $220,000 on a cumulative basis in any fiscal year of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be Borrower not so madeinvested or reinvested.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the case realization or receipt by any member of each Tranche A Term Loan Lenderthe Restricted Group of Net Available Cash, upon the making Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit AgreementNet Available Cash (or, (ii) in the case event of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Net Available Cash which may be reinvested as set forth below in this Section 2.01 of the Existing Credit Agreement (a)(ii2.05(b)(i), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the Revolving Credit Commitments lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that, at the option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition may be used in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such Class receipt, and such proceeds shall automatically and permanently reduce by the Dollar Amount of the prepayment not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so madeused or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period) (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $45.0 million and 3.0% of Total Assets.

Mandatory. (i) The Term Commitment Borrowers shall, if a Cash Dominion Period, has occurred and is continuing, on the Business Day following the date of each Term Lender receipt of any Net Cash Proceeds by any Loan Party or any of its Restricted Subsidiaries during such Cash Dominion Period, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) the Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the Borrowers shall be automatically required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C), (D) or (E) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and permanently reduced their Restricted Subsidiaries shall exceed $10,000,000, only 75% of such excess amount of Net Cash Proceeds received shall be required to $0 be applied to prepayment hereunder, (iC) in the case of each Tranche A Term Loan LenderNet Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), upon to the making extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such Tranche A Term event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Lender’s Tranche A Term Loans pursuant Party or any of its Restricted Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to Section 2.01(a)(i) of the Existing Credit Agreementbe applied to any prepayment hereunder, (iiD) in the case of each Tranche B Term Loan LenderExtraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, upon the making of no such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant Extraordinary Receipts Proceeds shall be required to Section 2.01 of the Existing Credit Agreement be applied to any prepayment hereunder and (a)(ii), (iiiE) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) Extraordinary Receipts Proceeds on account of the Existing Credit Agreement claims subject to the Cxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and (iv) their Restricted Subsidiaries for funding the settlement fund described in the case definition of each Delayed Draw Term Loan Lender“Cxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Notwithstanding the foregoing, upon the earlier of (x) Net Cash Proceeds attributable to the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) assets of the Existing Foreign Borrower or the Swiss Guarantor or any CFC shall not be required under this Section 2.07(b) to be applied to any repayment in respect of the US Revolving Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment Facility and (y) Net Cash Proceeds attributable to the Delayed Draw Term assets of the US Loan Commitment Termination Date. The Parties shall be applied first to the US Revolving Credit Commitments shall terminate on Facility as set forth in clause (iv) below, second, if required under Section 2.03(g), deposited in the Maturity Date for US L/C Cash Collateral Account, third, to the Foreign Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is Facility as set forth in clause (iv) below, fourth, if required to be made pursuant to under Section 2.05(b)(vii2.21(g), deposited in the Foreign L/C Cash Collateral Account. 77 Chemtura (Revolving Facility) Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.Agreement

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each Tranche A Term Loan Lenderany Disposition not covered by clause (y) above, upon so long as no Default or Event of Default then exists, if the making Borrower states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the Borrower or the relevant Subsidiary intends to Section 2.01(a)(ireinvest, within ninety (90) days of the Existing Credit Agreementapplicable Disposition, (ii) the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the case amount of such Net Cash Proceeds not so reinvested. The amount of each Tranche B Term Loan Lender, upon such prepayment shall be applied first to the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 obligations of the Existing Borrower under the Senior Credit Agreement (a)(ii), (iii) in accordance with the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Senior Credit Agreement and then to the outstanding Loans hereunder. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (ivor its agent) and held by it in the case Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from one or more separate collateral accounts (each Delayed Draw Term Loan Lendersuch account, upon and the earlier credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) deposit or other instrument evidencing any of the Existing Credit Agreement in foregoing and all proceeds of and earnings on any of the full aggregate amount of its Delayed Draw Term Loan Commitment and (yforegoing being collectively called the “Collateral Account”) to or at the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date Borrower’s direction for application to or reimbursement for the Revolving Credit Facilities. On the date any prepayment costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If any Prepayment Asset Sale occurs or any Casualty Event occurs, which in the case aggregate results in the realization or receipt by any Restricted Company of each Tranche A Term Loan LenderNet Cash Proceeds, upon the making Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Tranche A Net Cash Proceeds an aggregate principal amount of Initial Term Loan Lender’s Tranche A Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this ‎Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with ‎Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to Section 2.01(a)(i) the terms of the Existing Credit Agreement, (ii) in documentation governing such Indebtedness with the case of each Tranche B Term Loan Lender, upon the making Net Cash Proceeds of such Tranche B Term Loan Lender’s Tranche B Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans pursuant and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making prepayment of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan LenderOther Applicable Indebtedness; provided, upon the earlier of further, that (x) the making portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Delayed Draw Term Loan Lender’s Delayed Draw Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to Section 2.01(a)(ivthis ‎‎Section 2.06(b)(i) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment shall be reduced accordingly and (y) to the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall terminate on the Maturity Date for the Revolving Credit Facilities. On promptly (and in any event within ten (10) Business Days after the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by rejection) be applied to prepay the Dollar Amount of Initial Term Loans in accordance with the prepayment required to be so made.terms hereof;

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If Borrower shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then Borrower shall promptly notify Bank of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by Borrower in respect thereof) and, promptly upon receipt by Borrower of the Net Cash Proceeds of such Disposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $250,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower intends to reinvest, within 90 days of the Delayed Draw applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, Borrower shall notify Bank whether Borrower has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loan Commitment Termination Date. The Revolving Credit Commitments until paid in full and then to cash collateralize the Bond L/C. If Bank so request, all proceeds of such Disposition or Event of Loss shall terminate on the Maturity Date be deposited with Bank (or its agent) and held by it in a collateral account for the Revolving Credit Facilitiesbenefit of Bank (the “Collateral Account”). On So long as no Default or Event of Default exists, Bank is authorized to disburse amounts representing such proceeds from the date any prepayment Collateral Account to or at Borrower’s direction for application to or reimbursement for the costs of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii)replacing, the Revolving Credit Commitments of rebuilding or restoring such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so madeProperty.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds that, when aggregated with the Net Cash Proceeds from all other such Dispositions and Events of Loss received by the Borrower and its Subsidiaries previously in such fiscal year, exceeds $10,000,000 for such fiscal year, then with respect to such Disposition or Event of Loss and with respect to any Disposition or Event of Loss the Net Proceeds of which are received subsequently in such Fiscal Year (each, an “Applicable Event”) (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon, and in no event later than the Business Day after, receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans or cause the applicable Canadian Borrower to prepay Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds (except for the first Applicable Event in such fiscal year, in which case the amount required to be prepaid shall be limited to the portion of such Net Cash Proceeds which caused the aggregate amount of such Net Cash Proceeds for such fiscal year to exceed $10,000,000); provided that in the case of each Tranche A Term Loan LenderApplicable Event relating to a school bus or school buses, upon if the making Borrower states in its notice of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant event that the Borrower or the applicable Subsidiary intends to Section 2.01(a)(i) reinvest, within 120 days of the Existing Credit Agreement, applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii“Reinvestment Period”), the Revolving Credit Commitments Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Class shall automatically and permanently reduce Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets by the Dollar Amount end of the Reinvestment Period; provided further that to the extent the Net Cash Proceeds have not been so reinvested, the Reinvestment Period may be extended an additional period of time not to exceed 90 days upon written notice to the Administrative Agent to the extent the Borrower or the applicable Subsidiary executes a purchase contract for a school bus or school buses prior to the end of the Reinvestment Period. Promptly after the end of the Reinvestment Period (or such 90 day extension if applicable), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Loans or cause the applicable Canadian Borrower to prepay Loans in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment required shall be applied, except as otherwise requested by the Borrower and approved by the Administrative Agent, to the repayment of the Revolving Loans and Canadian Revolving Loans on a pro rata basis until repaid in full. All proceeds of such Disposition or Event of Loss shall be so madedeposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring of such Property.

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced Subject to $0 Section 2.07(gh), (i) in the case if any Loan Party or any of each Tranche A Term Loan Lender, upon the making its Subsidiaries disposes of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, any property (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of other than (x) the making any Disposition of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to any property permitted by Section 2.01(a)(iv7.05 (other than clause (d) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (f) thereof) and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any prepayment of Revolving Credit Loans of any Class is required Asbestos Insurance Settlement so long as such proceeds are used or committed to be made pursuant used to Section 2.05(b)(viireimburse Parent or any of its Subsidiaries or make payments in respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization by the Loan Parties and their respective Subsidiaries of Net Cash Proceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Revolving Credit Commitments Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Class Net Cash Proceeds (to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, with respect to any such Net Cash Proceeds realized, at the election of either the US Borrower or the European Borrower (as notified by such Borrower to the Administrative Agent on or prior to the date of such disposition), and so long as no Default shall automatically have occurred and permanently reduce by be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as, within 12 months after the Dollar Amount receipt of such Net Cash Proceeds, such purchase shall have been consummated (or, if the Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the date of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately subject to prepayment of the prepayment required to be so madeTerm Loans as set forth in this Section 2.05(b)(i).