Common use of Mandatory Clause in Contracts

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the If Borrower or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount 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 (vi) and (ix) 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 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not later than five (5) Business Days following to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (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 Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiaryof its Subsidiaries, as applicableand not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such notice insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be immediately applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, as set forth in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to this Section 2.172.05(b)(v).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Domestic Subsidiaries receives Disposes of any property pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five within three (53) Business Days following of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, at the receipt election of the Borrowers (as notified by the Lead 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 such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds. The , either (x) such purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Lead Borrower in writing to the Administrative Agent; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall promptly be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (and not later ii) [Intentionally Omitted]. (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than five Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three (53) Business Days following of receipt thereofthereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (v) notify and (viii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the Administrative Agent account of the receipt by the Borrower any Loan Party or any Subsidiaryof its Domestic Subsidiaries, as applicableand not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such notice replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied, first, to the Term Facility and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof first, in direct order of maturity for the first four installments, second, pro rata to the remaining installments (excluding the Maturity Date installment), third, to the Maturity Date installment and fourth, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds received in any calendar year and required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrowers shall not be obligated to make such prepayment. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the aggregate principal Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any accrued but unpaid interest with respect Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) Notwithstanding any other provisions of this Section 2.05(b), to the 364-Day Tranche Loans before being extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay repay the aggregate principal Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees its Subsidiaries on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17consolidated basis.

Mandatory. So long as (i) the commitments in respect In case of each of the Bridge Facilities have been terminated without the funding of receipt by any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than any Non-Recourse Subsidiary or Immaterial Subsidiary) of any Net Cash Disposition Proceeds, within thirty (30) days after receipt of such Net Disposition Proceeds, such Loan Party shall deliver a written notice to the Administrative Agent confirming whether it will, or will cause such Subsidiary to: (A) apply such Net Disposition Proceeds arising from any Debt Issuance, then within a twelve (12) month period after the Borrower shall receipt of such Net Disposition Proceeds to prepay the Loans hereunder Loans, or repurchase, repay, redeem or prepay Indebtedness of any Loan Party or any Subsidiary thereof, in which case, such Loan Party or such Subsidiary shall (and the Loan Parties shall cause such Subsidiaries to) apply such Net Disposition Proceeds in accordance with the foregoing within the period referred to herein; or (B) invest such Net Disposition Proceeds within a twelve (12)-month period after the receipt of such Net Disposition Proceeds (which period may be extended for up to six (6) months thereafter if such Loan Party or such Subsidiary has entered into binding commitments with respect thereto with an unaffiliated third party) in assets of the general type used by the Loan Parties and their Subsidiaries in their line of business, in which case, such Loan Party or such Subsidiary shall (and the Loan Parties shall cause such Subsidiaries to) apply such Net Disposition Proceeds in accordance with the foregoing within the period referred to herein, provided that in the event the relevant Loan Party fails to deliver such notice in the relevant period set forth in clause (b)(i) above, such Loan Party shall apply, or cause the relevant Subsidiary to apply, such Net Disposition Proceeds to prepay the Loans, or repurchase, repay, redeem or prepay Indebtedness of any Loan Party or any Subsidiary thereof within the twelve (12) months after receipt of such Net Disposition Proceeds. (ii) In case of receipt by any Loan Party or any of its Subsidiaries (other than any Non-Recourse Subsidiary or Immaterial Subsidiary) of any Net Debt Incurrence Proceeds, such Loan Party shall, or shall cause such Subsidiary to, prepay the Loans, or repurchase, repay, redeem or prepay Indebtedness of such Loan Party or such Subsidiary (and, to the extent provided herein, Cash Collateralize L/C Obligations), at the election of such Loan Party or such Subsidiary, on the fifth (5th) Business Day succeeding the day of receipt of such Net Debt Incurrence Proceeds by such Loan Party or such Subsidiary, in an amount equal to 100% of such Net Cash Proceeds not later than five Debt Incurrence Proceeds. Prepayments of the Loans made pursuant to this clause (5ii) Business Days following shall be applied in accordance with Section 2.04(b)(iv). (iii) If for any reason the receipt by Total Outstandings at any time exceed the Facility at such time, the Borrower or shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such Subsidiary excess. (iv) Prepayments made pursuant to Section 2.04(b) shall be applied, first, to the New Loans held by all New Lenders in accordance with their Applicable Percentages (allocated to principal repayment installments thereof as set forth in the applicable Joinder Agreement) (other than in the case of a prepayment pursuant to Section 2.04(b)(iii), in which case such Net Cash Proceeds. The Borrower shall promptly prepayment will be applied first to the following clause second (and shall not later than five be applied to clause first)), second, to the L/C Borrowings, third, ratably to the outstanding Loans and New Loans held by all Lenders and New Lenders, respectively, in accordance with their Applicable Percentages, and, fourth, to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt without any further action by or notice to or from the Borrower or any Subsidiaryother Loan Party) to reimburse the applicable L/C Issuer or the Lenders, as applicable. Amounts to be applied pursuant to this Section 2.04(b) to the mandatory prepayment of New Loans, Refinancing Loans and Loans shall be applied, as applicable, of first to reduce outstanding Base Rate Loans and any amounts remaining after such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) application shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Rate Loans.

Mandatory. So long as (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the commitments aggregate results in respect the realization or receipt by any Restricted Company of each Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the Bridge Facilities have been terminated without the funding realization or receipt of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Initial Term Loans hereunder 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 not later than five in accordance with Section 2.06(b)(i)(B) and (5y) Business Days following if at the receipt by time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such Subsidiary time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds. The Borrower shall promptly Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (and not later than five (5x) Business Days following receipt thereof) notify the Administrative Agent portion of the receipt by Applicable Asset Sale Proceeds (but not the Borrower or any Subsidiaryother 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, as applicableand the remaining amount, if any, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Net Cash Proceeds. Each Initial Term Loans and the amount of prepayment of the Initial Term Loans under that would have otherwise been required pursuant to this clause (bSection 2.05(b)(i) shall be applied reduced accordingly and (y) to the prepayment extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in full any event within ten (10) Business Days after the date of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being such rejection) be applied to prepay the aggregate principal amount and any accrued but unpaid interest Term Loans in accordance with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.terms hereof;

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding If any Loan Party Disposes of any loans thereunder property or assets (iiother than any Disposition of any property permitted by Section 7.05(a) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, through Section 7.05(i)) which results in the event that the Borrower or any realization by such Person of its Subsidiaries receives any Net Cash Proceeds arising or such Loan Party receives Net Cash Proceeds from any Debt Issuanceinsurance or condemnation proceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five in excess of $250,000 per occurrence or $1,000,000 (5in the aggregate for such Net Cash Proceeds received from and after the Restatement Effective Date) Business Days following upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(i), at the receipt election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Subsidiary Disposition or receipt of insurance or condemnation proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the receipt of such Net Cash Proceeds. The , such purchase shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (ii) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall promptly prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not later than five otherwise included in clause (5i) Business Days following or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom in excess of $250,000 per occurrence or $1,000,000 (in the aggregate for such Net Cash Proceeds received from and after the Restatement Effective Date) immediately upon receipt thereofthereof by such Person (such prepayments to be applied as set forth in clauses (v) notify and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of the receipt by the Borrower of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds and in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such notice shall be accompanied by a reasonably detailed calculation proceeds) after the receipt of the such Net Cash Proceeds, such purchase shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii). (iv) [Intentionally omitted]. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility (and the principal installments thereof on a pro rata basis) and second to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) (without a reduction of the aggregate commitments thereunder). Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (viii) Amounts to be applied as provided in this Section 2.05(b) to the prepayment in full of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being Borrower, be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Eurodollar Rate Loans and of such Class immediately and/or shall be accompanied by accrued interest and fees on deposited in a separate Prepayment Account for the amount prepaid to the date fixed for prepayment, plus, Loans of such Class. The Administrative Agent shall apply any cash deposited in the case Prepayment Account for any Class of any Loans to prepay Eurodollar Rate Loans that are prepaid of such Class on any day other than the last day of their respective Interest Periods (or, at the Interest Period applicable to itdirection of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall pay have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.05(b). The Prepayment Accounts shall not bear interest. If the maturity of the Loans has been accelerated pursuant Section 8.02, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any amounts due of the Obligations in accordance with Section 8.03. The Borrower hereby pledges and assigns to the Lenders as a result thereof pursuant Administrative Agent, for the benefit of the Secured Parties and to Section 2.17secure the Obligations, each Prepayment Account so established.

Mandatory. So long as (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the commitments in respect related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of each Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Bridge Facilities have been terminated without Revolving Credit Loans was accompanied by a permanent reduction in the funding of any loans thereunder or Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below. (ii) the loans and If any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clauses (v) Business Days following and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the receipt election of the Borrower (pursuant to a notice in writing 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 such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such notice definitive agreement or so reinvested in each case as set forth herein above, shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied in the following order, first, to the Term Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date, and thereafter, on a pro-rata basis among the remaining payments to be made on each remaining Term Loan Repayment Date, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as Subject to Section 2.07(f), (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of if any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives disposes of any property (other than (x) any Disposition of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse 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 arising from in the aggregate for all such dispositions in excess of $50,000,000 in any Debt IssuanceFiscal Year (excluding any portion thereof that is reinvested as provided below), then the Borrower Borrowers shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days following 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 receipt election of either the US Borrower or the European Borrower (as notified by such Borrower to the Borrower 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 such 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. The Borrower , such purchase shall promptly have been consummated (and or, if the Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not later than five (5) Business Days so reinvested within 18 months following the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds and such notice not so reinvested shall be accompanied by a reasonably detailed calculation immediately subject to prepayment of the Net Cash Proceeds. Each prepayment of Term Loans under as set forth in this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.172.05(b)(i).

Mandatory. So long as (i) the commitments At any time in respect of each of the Bridge Facilities have been terminated without the funding of which any loans thereunder or (ii) the loans and Incremental Term Facility Loan remains outstanding, if any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than Agway Subsidiaries or Inactive Subsidiaries) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount 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) and (v) below); provided, however, that (A) the first $15,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not later than five be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (5B) Business Days following with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) in excess of the receipt 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. The Borrower , such reinvestment shall promptly have been consummated (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt 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 (B) if a Default has occurred and is continuing at any time that a Borrower or a Subsidiary Guarantor receives or is holding any SubsidiaryNet Cash Proceeds which have not yet been reinvested, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be immediately applied to the prepayment in full of the aggregate principal amount and Loans as set forth in this Section 2.05(b)(i). (ii) At any accrued but unpaid interest with respect time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case account of any Eurodollar Loans that are prepaid on Loan Party or any day of its Subsidiaries (other than the last day Agway Subsidiaries or Inactive Subsidiaries), and not otherwise included in clause (i) of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to this Section 2.17.2.05

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Restricted Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a) – (h), (j), (k) or (l)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) within three Business Days following after 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)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower 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 or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 3 Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 3 Business Days after the date of receipt of such Net Cash Proceeds. The Borrower ), and so long as no Default shall promptly (have occurred and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by be continuing or would result therefrom, the Borrower or any Subsidiarysuch Restricted Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace, as applicablerebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and such notice provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Loans as set forth in this Section 2.05(b)(v). (iii) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied, first, to the Term Facility, to the next four scheduled principal repayment installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a). (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (v) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii),of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be accompanied automatically and permanently reduced by accrued interest and fees on the amount prepaid to Reduction Amount as set forth in Section 2.06(b)(iii). Upon the date fixed for prepayment, plus, in the case drawing of any Eurodollar Loans Letter of Credit that are prepaid on any day other than the last day of the Interest Period applicable to ithas been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders applicable L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower The Company shall prepay the Committed Loans hereunder as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of the date of receipt of such Net Cash Proceeds with respect to such Involuntary Disposition; provided, however, that, with respect to an Involuntary Disposition of the type described in clause (a) of such definition, so long as no Default shall have occurred and be continuing and such casualty occurs prior to November 22, 2023, all or any portion of such Net Cash Proceeds shall not later than five be required to be so applied at the election of the Company (5as notified by the Company to the Administrative Agent) Business Days following to the extent such Loan Party reinvests such Net Cash Proceeds in restoration or repair of the applicable loss, destruction or damage of such Collateral within 180 days after the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of ; provided that if such Net Cash Proceeds and such notice shall have not been so reinvested shall be accompanied by immediately applied to prepay the Committed Loans. (ii) The Company shall prepay the Committed Loans in connection with a reasonably detailed calculation Property Substitution or Prepayment Release in the amounts, and to the extent required, pursuant to Section 2.19. (iii) Each prepayment of Loans pursuant to clause (i) of this Section 2.05(b) shall be applied, to the remaining principal repayment installments of the Net Cash ProceedsLoans (including any payment due on the Maturity Date) in inverse order of maturity. Each prepayment of Loans under this pursuant to clause (bii) of this Section 2.05(b) shall be applied applied, to the prepayment in full remaining principal repayment installments of the aggregate principal amount and Loans (including any accrued payment due on the Maturity Date) on a pro rata basis. All prepayments under this Section 2.05(b) shall be subject to Section 3.06, but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans otherwise without premium or penalty, and shall be accompanied by accrued interest and fees on the principal amount prepaid to through the date fixed for of prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the commitments in respect related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of each Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Bridge Facilities have been terminated without Revolving Credit Loans was accompanied by a permanent reduction in the funding of any loans thereunder or Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below. (ii) the loans and If any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clauses (v) Business Days following and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the receipt election of the Borrower (pursuant to a notice in writing 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 such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such notice definitive agreement or so reinvested in each case as set forth herein above, shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied in the following order, first, to the Term Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans), and thereafter, on a pro-rata basis amongto the remaining payments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding If (A) any Loan Party Disposes of any loans thereunder property (other than pursuant to clause (i), (ii), (iii), (iv) or (iiv) the loans and of Section 5.02(e)) or (B) any accrued interestCasualty Event occurs, fees and other obligations under the Bridge Facilities have been paid in full, which in the event that aggregate results in the Borrower realization or receipt by any Loan Party of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuancein excess of U.S.$20,000,000, then the Borrower shall prepay the Loans hereunder make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds not later than five (5) Business Days following less the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and such notice shall be accompanied by a reasonably detailed calculation of (II) the Net Cash Proceeds. Each Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of Loans under this clause such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (bor such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied Advances. (ii) The Borrower shall be required to prepay all Advances upon the aggregate principal amount and occurrence of a Change of Control. (iii) If any accrued but unpaid interest with respect Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the amount prepaid to the date fixed for prepaymentforegoing, plusthen, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to iteach case, the Borrower shall pay any amounts due be required to the Lenders as a result thereof pursuant to Section 2.17prepay all Advances within 45 days after such occurrence.

Mandatory. So long as (i) If the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Company or any of its Restricted Subsidiaries receives (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 arising from any Debt IssuanceProceeds, then the Borrower shall prepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not later than five been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, 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 a Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Borrower (5) Business Days following the receipt as notified by the Borrower to the Administrative Agent on or such Subsidiary prior to the receipt of such Net Cash Proceeds. The ), 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 the Administrative Agent); and provided, 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 2.04(b)(i). (ii) Upon the incurrence or issuance by the Company or any of the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.15), the Borrower shall promptly prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary. (iii) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the Term A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of a Significant Company, but subject to Section 2.04(b)(vii), the Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the relevant L/C Issuer or the Revolving Credit Lenders, as applicable. (vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Incremental Term Loans, if any (a “Waivable Prepayment”), not later less than five (5) three Business Days following receipt thereofprior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the receipt amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Incremental Term Loans of the amount of such Incremental Term Lender’s Applicable Percentage of such Waivable Prepayment and such Incremental Term Lender’s option to refuse such amount. Each such Incremental Term Lender may exercise such option to refuse such amount by giving written notice to the Company and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Incremental Term Lender which does not notify the Company and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower or any Subsidiaryshall pay to the Administrative Agent the amount of the Waivable Prepayment, as applicable, of such Net Cash Proceeds and such notice which amount shall be accompanied by a reasonably detailed calculation applied (i) in an amount equal to that portion of the Net Cash Proceeds. Each Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Incremental Term Loans held by such Lenders (which prepayment of Loans under this clause (b) shall be applied to the prepayment in full scheduled installments of principal of the aggregate principal Incremental Term Loans as specified by the Incremental Term Supplement), and (ii) in an amount and any accrued but unpaid interest with respect equal to that portion of the 364-Day Tranche Loans before being applied Waivable Prepayment that otherwise would have been payable to those Incremental Term Lenders that have elected to exercise such option, to prepay the aggregate principal amount Term A Loans and any accrued but unpaid interest with respect Revolving Credit Loans, which prepayment shall be further applied to the 18-Month Tranche scheduled installments of principal of the Term A Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, Revolving Credit Loans in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to accordance with Section 2.172.04(b)(iv).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds arising from any Debt Issuancepursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not later constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; and (ii) Upon the incurrence or issuance subsequent to the Closing Date by the Borrower or any of its Subsidiaries of any Indebtedness (other than five Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (5b)-(k)) Business Days following or the issuance subsequent to the Closing Date by the Borrower or any of its Subsidiaries (or by any direct or indirect parent holding company of which the Borrower is a wholly-owned Subsidiary) of any Equity Interests (other than any such issuance to the Borrower or a wholly owned Subsidiary), 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 Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) If the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the US Borrower or any Restricted Subsidiary Disposes of its Subsidiaries receives any property pursuant to Section 7.05(f), 7.05(g) or 7.05(h) or any property that is not permitted to be Disposed of by the Loan Documents, in each case, which Disposition results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5or if less, the Outstanding Amount of the Term Loans) Business Days following immediately upon 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 receipt election of the US Borrower (as notified by the US 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, the US Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 270 days after the receipt of such Net Cash Proceeds. The , such purchase shall have been consummated (as certified by the US Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify in writing to the Administrative Agent of the receipt by the Borrower or any SubsidiaryAgent) (provided, that a binding commitment entered into within such 270 day period with respect to such purchase shall be treated as applicable, a permitted application of such Net Cash Proceeds and so long as such notice Net Cash Proceeds shall be accompanied by a reasonably detailed calculation have been applied to such purchase within 365 days after receipt of the relevant Net Cash Proceeds. ); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Each prepayment of Term Loans under this clause (bpursuant to Section 2.05(b)(i) shall be applied ratably to the prepayment in full Term Aggregate Commitments. (iii) If for any reason the Total Revolving Credit Outstandings exceed the lesser of (A) the aggregate principal amount Revolving Credit Aggregate Commitments and any accrued but unpaid interest with respect to (B) the 364-Day Tranche Loans before being applied to Revolving Credit Availability Amount at such time, the Borrowers shall immediately prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Revolving Credit Loans, Swing Line Loans and shall be accompanied by accrued interest and fees on L/C Borrowings and/or Cash Collateralize the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day L/C Obligations (other than the last day L/C Borrowings) in an aggregate amount equal to such excess. The 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 Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17results of exchange rate fluctuations.

Mandatory. So long as (i) If for any reason the commitments Total Revolving Outstandings at any time exceed the Revolving Facility then in respect of each effect, the Borrowers shall promptly prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant hereto unless after the prepayment in full of the Bridge Facilities have been terminated without Loans the funding of any loans thereunder or Total Revolving Outstandings exceed the Revolving Facility then in effect. Such Cash Collateral shall be subject to reduction in accordance with Section 2.16. (ii) If the loans and Administrative Agent notifies the Company at any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event time that the Borrower or any Outstanding Amount of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the all Loans hereunder denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Global Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such Net Cash Proceeds not later than the Global Revolving Credit Facility then in effect. (iii) If, within five (5) Business Days following any Disposition of property by any Loan Party permitted by Section 7.05(f), Consolidated Leverage Ratio, after giving pro forma effect to such Disposition, is greater than 4.00 to 1.00, the receipt by the Borrower or such Subsidiary Borrowers shall prepay an aggregate principal amount of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, Loans equal to 75% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below); provided that, so long as no Specified Event of Default shall have occurred and be continuing, such notice Net Cash Proceeds shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent) to the extent the Company or any of the Subsidiaries reinvests all or any portion of such Net Cash Proceeds within three hundred sixty four (364) days after the receipt of such Net Cash Proceeds (or, to the extent that the Company or applicable Subsidiary enters into a binding commitment to reinvest such Net Cash Proceeds within three hundred sixty four (364) days, within one hundred eighty (180) days after the expiration of such initial three hundred sixty four (364) day reinvestment period); provided that if such Net Cash Proceeds shall have not been so reinvested within the applicable timeframe above, such Net Cash Proceeds shall be accompanied by a reasonably detailed calculation promptly applied to prepay the Loans as set forth in clause (iv) below. (iv) All prepayments of the Net Cash Proceeds. Each prepayment of Loans under contemplated by this clause (bSection 2.05(b) shall be applied to the principal repayment installments of the Term Loans in direct order of maturity. The amount remaining, if any, after the prepayment in full of all Term Loans, in full may be retained by Loan Parties for use in the ordinary course of their business. (v) Notwithstanding any of the other provisions of clause (iii) of this Section 2.05(b), so long as no Specified Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (iii) of this Section 2.05(b), the aggregate principal amount and any accrued but unpaid interest with respect of Net Cash Proceeds required by such clause to the 364-Day Tranche Loans before being be applied to prepay Loans on such date is less than or equal to $10,000,000, the Company may defer such prepayment until the first date on which the aggregate principal amount of Net Cash Proceeds or other amounts otherwise required under clause (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Loans and any accrued but unpaid interest with respect may, subject to the 18-Month Tranche Loans and fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be accompanied deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to this Section 2.17.2.05

Mandatory. So long as (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the commitments in respect related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of each Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Bridge Facilities have been terminated without Revolving Credit Loans was accompanied by a permanent reduction in the funding of any loans thereunder or Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below. (ii) the loans and If any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clauses (v) Business Days following and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the receipt election of the Borrower (pursuant to a notice in writing 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 such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such notice definitive agreement or so reinvested in each case as set forth herein above, shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied in the following order, first, to the Term Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Additional Term A-2 Loans), and thereafter, to the remaining payments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis amongboth (a) as amongst the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of eachthe Term LoanLoans), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) If, at any time, the commitments Total Outstandings at such time exceed the Maximum Revolving Credit, then, within one Business Day, the Borrowers shall prepay the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in respect the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of each Total Outstandings as of such date of payment to an amount less than or equal to the Maximum Revolving Credit; provided, however, that, subject to the provisions of Section 2.04(h)(ii), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Bridge Facilities have been terminated without Loans the funding of any loans thereunder or Total Outstandings exceed the Maximum Revolving Credit above at such time. (ii) At any time following the loans occurrence and any accrued interestduring the continuation of a Liquidity Period, fees and other obligations under within five Business Days following the Bridge Facilities have been paid in full, in the event that the Borrower or any receipt of its Subsidiaries receives any Net Cash Proceeds arising from in respect of any Debt IssuanceDisposition of Collateral or any Net Insurance/Condemnation Proceeds (other than any Disposition (A) permitted by Section 7.05(a), then (b), (c), (d), (h) or (i), or (B) in the Borrower ordinary course of business of the Borrowers and their respective Subsidiaries), the Borrowers shall prepay the Loans hereunder in apply an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Insurance/Condemnation Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, received with respect thereto to prepay the outstanding principal amount of the Loans and/or Cash Collateralize the outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or receipt of Net Cash Proceeds and such notice Insurance/Condemnation Proceeds. (iii) Prepayments of the Facilities made pursuant to this Section 2.06(b), shall be accompanied by a reasonably detailed calculation applied, first, to the L/C Borrowings, Swingline Loans or Protective Advances, second, ratably to the outstanding Loans and third, to Cash Collateralize the remaining L/C Obligations. (iv) In the case of prepayments of the Net Cash Proceeds. Each prepayment of Loans under this Facilities required pursuant to clause (bi) shall be applied to or (ii) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans, outstanding at such time and the aggregate principal amount and Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of their business. Upon the drawing of any accrued but unpaid interest with respect to Letter of Credit that has been Cash Collateralized, the 364-Day Tranche Loans before being applied to prepay funds held in the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and L/C Cash Collateral Account shall be accompanied applied (without any further action by accrued interest and fees on or notice to or from the amount prepaid Borrowers or any other Loan Party) to reimburse the date fixed for prepaymentL/C Issuer or the Lenders, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its their Subsidiaries receives Disposes of any property or assets (other than inventory in the ordinary course of business) which results in the realization by such Person of Net Cash Proceeds arising from in excess of $500,000 in the aggregate for any Debt IssuanceFiscal Year, then the Borrower Borrowers shall prepay on or prior to the date which is five (5) Business Days after the date of such receipt, an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vi) below); provided, however, that so long as no Default or Event of Default exists, Net Cash Proceeds relating to the disposition of obsolete or retired equipment in the ordinary course of a Loan Party’s (or a Loan Party’s Subsidiary’s) business shall not later than five be included (5and shall not count against the $500,000 threshold set forth above) Business Days following to the extent the applicable Loan Party (or applicable Loan Party’s Subsidiary) intends to use such Net Cash Proceeds to acquire like assets useful to its business within ninety (90) days after the receipt by the Borrower of such Net Cash Proceeds or to reimburse itself for such Subsidiary a purchase occurring before receipt of such Net Cash Proceeds. The Borrower . (ii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (including, without limitation, Section 7.02(h)), the Borrowers shall promptly prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (and not later than five (53) Business Days following after the receipt thereofthereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) notify and (vi) below). (iii) Upon the Administrative Agent receipt of any settlement of or payment to any Loan Party or Loan Parties with respect to any property or casualty insurance, which results in the realization by such Person or Persons of Net Cash Proceeds in excess of $500,000 in the aggregate for any Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the date of receipt thereof by such Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vi) below); provided that with respect to any Net Cash Proceeds of an Extraordinary Receipt, at the election of the receipt by the Borrowers, and so long as no Event of Default shall have occurred and be continuing, such Borrower or such Subsidiary may (A) utilize any SubsidiaryNet Cash Proceeds constituting proceeds of casualty insurance to promptly repair or rebuild, as applicable, any property damaged to the comparable state of such property prior to the casualty event, or (B) reinvest all or any portion of such Net Cash Proceeds and in fixed capital or operating assets, in each case of clause (A) or (B) so long as (x) within 180 days after receipt of such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. , such repair, rebuilding or reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (y) if a definitive agreement to so repair, rebuild or reinvest has been executed within such 180-day period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clause (vi) below). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this Section 2.05(b) (other than clause (biv)) shall be applied applied, first, to the Term Loans (and, if applicable, any Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender agrees to receive less than its pro rata share of such prepayment) and second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders pro rata in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the aggregate principal amount and any accrued but unpaid interest with respect to Cash Collateralization of the 364-Day Tranche Loans before being applied to prepay remaining L/C Obligations in full may be retained by the aggregate principal amount and any accrued but unpaid interest with respect to Borrowers for use in the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepaymentordinary course of business; provided, plushowever, that, in the case of any Eurodollar Loans assets that are prepaid on acquired as part of a Permitted Acquisition and subsequently sold by a Borrower or a Subsidiary within thirty (30) days after such Permitted Acquisition, if such Permitted Acquisition was financed by Revolving Loans, then the mandatory prepayments with respect to such sold assets will be applied first ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any day other than the last day reductions of the Interest Period Revolving Credit Commitments, in each case), second, to the Term Loans (and, if applicable, any Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender agrees to itreceive less than its pro rata share of such prepayment) and third, to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved.] (ii) Other than in connection with a Cost-Cutting Transaction (solely to the loans extent the proceeds thereof are incorporated into the Approved Budget effective as of the date of the applicable Cost-Cutting Transaction and solely to the extent such proceeds are used as and when contemplated thereby), if any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds, (y) receives Net Cash Proceeds of casualty insurance or condemnation awards (or from payments in lieu thereof) (excluding for purposes of this clause (y) any Net Cash Proceeds arising from “Recoveries” (as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement), which must be paid to AWA under the terms of the applicable Fox River Indemnity Arrangements) or (z) incurs or issues any Debt IssuanceIndebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than within five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt thereof by the Borrower or any Subsidiary, such Person (such prepayments to be applied as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this set forth in clause (biii) below); provided, however, that, (A) so long as no Event of Default shall have occurred and be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest continuing, with respect to the 364-Day Tranche any prepayment of Term Loans before being applied required to prepay the aggregate principal amount and any accrued but unpaid interest with respect be made pursuant to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid preceding clause (x) above in this Section 2.05(b)(ii), subject to the date fixed for prepaymentconsent of the Required Lenders (in their sole discretion), plus, if such prepayment would result in the case prepayment of any one or more Eurodollar Rate Loans that are prepaid on any a day other than the last day of the then current Interest Period for each such Eurodollar Rate Loan, the Borrower may defer the relevant portion of such required payment until the last day of the relevant then current Interest Period of each such applicable to itEurodollar Rate Loan (provided that such deferral period shall in no case exceed sixty (60) days, provided further that, upon the occurrence of an Event of Default or the Termination Date during any such deferral period, the Borrower shall pay immediately prepay Term Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b)(ii) (without giving effect to this clause (A)) but which have not previously been so applied) and (B) with respect to any amounts due Net Cash Proceeds of (1) any property constituting an Asset Sale otherwise required to be applied under preceding clause (x) above in this Section 2.05(b)(ii), or (2) casualty insurance or condemnation awards (or from payment in lieu thereof) otherwise required to be applied under preceding clause (y) above in this Section 2.05(b)(ii), then in each case, subject to the prior written consent of the Required Lenders (in their sole discretion), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets on terms and conditions reasonably agreed to by the Required Lenders; and provided further, however, that any Net Cash Proceeds of, as a result thereof applicable, Asset Sales or casualty insurance or condemnation awards (or from payment in lieu thereof) not so reinvested shall be promptly applied if an Event of Default has occurred and is continuing to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii). (iii) Subject to Section 2.05(c), if applicable, each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.172.05(b) shall be applied first, to the outstanding NM Term Loans; and second, to the outstanding Roll-up Loans.

Mandatory. So long as (i) The Borrowers shall, on the commitments in respect Business Day following the date of each of the Bridge Facilities have been terminated without the funding receipt of any loans thereunder or (ii) the loans and Net Cash Proceeds by any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives 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 arising unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from any Debt Issuance, then the Borrower shall Extraordinary Receipts) that have not theretofore been applied to prepay the Loans Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the Borrowers shall be 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 their Subsidiaries shall exceed $10,000,000, only 75% of such excess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, (D) in the case of 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 and (E) in the case of Extraordinary Receipts Proceeds on account of the 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 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 without any reduction of any Commitments. (ii) The Borrowers shall, on each Business Day, if applicable, prepay, in each case without any reduction of any Commitments, an aggregate principal amount of the Revolving Credit Advances, the Letter of Credit Advances or the Swing Line Advances or deposit an amount in the L/C Collateral Account in an amount equal to 100% the amount by which (A) the sum of such Net Cash Proceeds not later than five (5x) the Revolving Credit Advances, the Letter of Credit Advances and the Swing Line Advances then outstanding plus (y) the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of (x) the sum of the aggregate Revolving Credit Commitments and (y) the Borrowing Base. (iii) The Borrowers shall, on each Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify Day, if applicable, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Sublimit on such Business Day. (iv) Prepayments of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds Revolving Credit Facility made pursuant to clauses (i) and such notice (ii) above and (v) below shall be accompanied by a reasonably detailed calculation first applied ratably to prepay Letter of Credit Advances and the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be Swing Line Advances then outstanding, if any, until such Advances are paid in full, second applied ratably to the prepayment prepay Revolving Credit Advances then outstanding, if any, until such Advances are paid in full and third, if required under Section 2.03(g), deposited in the L/C Cash Collateral Account, in each case without any reduction of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusCommitments; and, in the case of any Eurodollar Loans that prepayment of the Revolving Credit Facility pursuant to clause (i) above, the amount remaining, if any, from the Revolving Credit Facility’s ratable portion of such Net Cash Proceeds after the prepayment of the Letter of Credit Advances, the Swing Line Advances and the Revolving Credit Advances then outstanding and any required Cash Collateralization of Letters of Credit then outstanding may be retained by the Borrowers for use in their business and operations. Upon the drawing of any Letter of Credit for which funds are prepaid on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or Revolving Credit Lenders, as applicable. (v) If at the end of any day Business Day the amount of unrestricted cash and Cash Equivalents held by the Loan Parties (other than cash and Cash Equivalents held in (x) collection, lockbox and disbursement accounts in the last day ordinary course of collections and disbursements, and (y) payroll accounts, trust accounts, escrow accounts or security deposits established pursuant to statutory obligations or for the payment of taxes or holding funds in trust for third parties not affiliated with the Company in the ordinary course of business or in connection with acquisitions, investments or dispositions permitted under this Agreement, deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, and reserve accounts expressly contemplated under the Plan and/or the Disclosure Statement (including, but not limited to reserves expressly contemplated under the Plan and/or Disclosure Statement for diacetyl claims and environmental claims), and escrow accounts established pursuant to contractual obligations to third parties not affiliated with the Company for casualty payments and insurance proceeds) shall exceed $20 million in the aggregate, mandatory prepayments of the Interest Period applicable Revolving Credit Advances (and Cash Collateralization of outstanding Letters of Credit) shall be required on the following Business Day in an amount necessary to iteliminate such excess (net of the Loan Parties’ permitted known cash uses (for example, Senior Note and Term Facility interest payments and trade accounts payable) on the Borrower date of such prepayment and for the 2 Business Days thereafter). (vi) All prepayments under this subsection (b) shall pay any amounts due be made together with accrued interest to the Lenders as a result thereof date of such prepayment on the principal amount prepaid and any additional amounts required pursuant to Section 2.1710.04(d).

Mandatory. So long as (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the commitments aggregate results in respect the realization or receipt by any Restricted Company of each Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the Bridge Facilities have been terminated without the funding realization or receipt of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Initial Term Loans hereunder in an amount equal to 100% 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 not later than five in accordance with Section 2.06(b)(i)(B) (5which election may only be made if no Specified Event of Default has occurred and is then continuing) Business Days following and (y) if at the receipt by time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such Subsidiary time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds. The Borrower shall promptly Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (and not later than five (5x) Business Days following receipt thereof) notify the Administrative Agent portion of the receipt by Applicable Asset Sale Proceeds (but not the Borrower or any Subsidiaryother 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, as applicableand the remaining amount, if any, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Net Cash Proceeds. Each Initial Term Loans and the amount of prepayment of the Initial Term Loans under that would have otherwise been required pursuant to this clause (bSection 2.06(b)(i) shall be applied reduced accordingly and (y) to the prepayment extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in full any event within ten (10) Business Days after the date of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being such rejection) be applied to prepay the aggregate principal amount and any accrued but unpaid interest Initial Term Loans in accordance with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.terms hereof;

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e), (f) and (g) (other than Section 7.05(g)(iii))) which results in the realization by such Person of Net Cash Proceeds arising from (when aggregated with the Net Cash Proceeds received by all Loan Parties during such year) in excess of $250,000 in any Debt Issuanceyear, then the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the Loans hereunder in an amount DPLC Obligations 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 (v) and (viii) below). (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not later than five otherwise included in clause (5i), (ii), or (iii) Business Days following of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to (A) any proceeds of such Net Cash Proceeds. The Borrower shall promptly insurance, condemnation awards (and not later than five (5) Business Days following receipt or payments in lieu thereof) notify or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 150 days after the receipt thereof, utilize such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (and, to the extent so utilized, shall not be required to prepay Loans as set forth in this Section 2.05(b)(iv)) and (B) any other Extraordinary Receipt, at the election of the receipt Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such other Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 150 days after the receipt thereof, utilize an amount not exceeding 66 2/3% of such Extraordinary Receipt to (x) acquire, repair or maintain fixed or capital assets or (y) acquire inventory (and, to the extent so utilized, shall not be required to prepay Loans as set forth in this Section 2.05(b)(iv)); and provided, further, however, that any Subsidiarycash proceeds not so applied as provided in clauses (A) and (B) above shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment made or Cash Collateral furnished pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility and the DPLC Obligations in the manner set forth in clause (viii) of this Section 2.05(b). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) If for any reason the Total Revolving Credit Outstandings denominated in Alternative Currencies at any time exceed the Alternative Currency Sublimit at such time, the Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (viii) Prepayments made or Cash Collateral furnished pursuant to this Section 2.05(b) on account of the Revolving Credit Facility and/or the DPLC Obligations, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations and, fourth, shall be used to Cash Collateralize the DPLC Obligations; and, in the case of prepayments/Cash Collateralization of the Revolving Credit Facility and DPLC Obligations, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this required pursuant to clause (bi), (ii), (iii) shall be applied to or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time, the aggregate principal amount Cash Collateralization of the remaining L/C Obligations in full and the Cash Collateralization of the remaining DPLC Obligations in full, may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any accrued but unpaid interest with respect to Letter of Credit that has been Cash Collateralized or drawing of any letter of credit issued by Bank of America under the 364-Day Tranche Loans before being applied to prepay Reimbursement Documents, the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on or notice to or from the amount prepaid Borrower or any other Loan Party) to reimburse (x) the date fixed for prepaymentL/C Issuer, plus, (y) the Revolving Credit Lenders or (z) Bank of America (in its capacity as the case of any Eurodollar Loans that are prepaid on any day other than the last day issuer of the Interest Period applicable to itletters of credit under the Reimbursement Documents), the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17applicable.

Mandatory. So (i) [Reserved]. (ii) If any of the Borrowers or any Non-Borrower Subsidiary (other than the Insurance Subsidiary) Disposes of any property (other than sales of inventory in the ordinary course of business, and other than any Excluded Asset Disposition and other than the Permitted Xxxxxxxxx Disposition) which, in any such case, 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 the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Disposition occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent no later than 45 days after the end of the fiscal quarter during which such Disposition occurred), and so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrowers so long as (iA) within 330 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the commitments date such definitive agreement was executed. (iii) Upon the occurrence of a Recovery Event with respect to the Borrowers which, in any such case, 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 the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred), and so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of each which such Net Cash Proceeds were paid or operating assets of the Bridge Facilities Borrowers so long as (A) within 330 days after receipt of such Net Cash Proceeds, such reinvestment shall have been terminated consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the funding date such definitive agreement was executed. (iv) Upon the incurrence or issuance by the Borrowers of any loans thereunder Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), 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 Borrowers (iisuch prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable). (v) Each prepayment of Loans pursuant to the loans foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and any accrued interestto the principal repayment installments thereof as directed by the Borrowers and specified in the notice of prepayment, fees and other obligations under the Bridge Facilities have been paid in full, (provided that in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceBorrowers do not specify the order in which to apply prepayments, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice Borrowers shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each deemed to have elected that such prepayment of Loans under this clause (b) shall be applied to reduce the prepayment scheduled installments of principal of such Term Loans in full reverse order of maturity) and, second, to the Revolving Credit Facility without any reduction of the aggregate principal amount Revolving Credit Commitments in the manner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.18 and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and clause (vi) below, such prepayments shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that Within ten Business Days after receipt by the Borrower or any Restricted Subsidiary of its Subsidiaries receives any Net Cash Available Proceeds arising from any Debt IssuanceAsset Sale or series of related Asset Sales permitted by Section 8.01(d), then (k), (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 Loans hereunder 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 an aggregate amount equal to 100% of such Net Cash Available Proceeds not later than five (5with any prepayments of the 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 business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Asset Sale or (y) if the 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 be immediately applied to the prepayment of such Net Cash Proceeds. The Borrower shall promptly the Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). (and not later than ii) Within five (5) Business Days following receipt thereof) notify the Administrative Agent of days after the receipt by the Borrower or any SubsidiaryRestricted Subsidiary of any Net Available Proceeds from any Debt Issuance or incurrence of Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Available Proceeds (such prepayments to be applied as applicableset forth in clauses (iv) and (vi) below). (iii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds of any Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, that, with respect to any Net Available Proceeds realized with respect to any such Casualty Event, (A) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten days following the date of receipt of such Net Cash Available Proceeds of such Casualty Event), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such notice Net Available Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Casualty Event or (y) if the 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; and 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 such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrower and its Restricted Subsidiaries are required to apply any such Net Available Proceeds under the applicable Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided, however, that any Net Available Proceeds not subject to any such requirements under the applicable Master Lease, or that are subsequently released from such use, shall be immediately applied to the prepayment of the Loans as otherwise set forth in this Section 2.04(b)(iii). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied first (a) ratably to each Class of Term Loans (or, in the case of New Term Loans, Extended Term Loans and Other Term Loans, on a less than pro rata basis if elected in the applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment) and (b) (x) for the Term Loans, to the principal repayment installments thereof in forward order of maturity and (y) for any other Class of Term Loans, as set forth for such Class in the applicable Extension Amendment, Refinancing Amendment or Incremental Joinder Agreement and second, to the Revolving Facility in the manner set forth in clause (vi) below; provided that, notwithstanding the foregoing, each prepayment pursuant to Section 2.04(b)(ii) above with the proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayment of the Term Facility on or prior to the first anniversary of the Closing Date pursuant to Section 2.04(b)(ii) in connection with a Repricing Event described in clause (i) of the definition thereof shall be accompanied by a reasonably detailed calculation the payment of the Net fee described in Section 2.08(c). (v) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Proceeds. Each prepayment Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of Loans under the Revolving Facility made pursuant to this clause (b) Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations, and, in the case of prepayments of the Revolving Facility required pursuant to clauses (i), (ii) or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and the aggregate principal amount and Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of their business. Upon the drawing of any accrued but unpaid interest with respect to Letter of Credit that has been Cash Collateralized, the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders applicable L/C Issuer or the Revolving Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) The Borrowers shall, on the commitments in applicable Prepayment Date with respect of each of to Net Cash Proceeds received by any Loan Party from (A) the Bridge Facilities have been terminated without the funding sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any loans thereunder or (ii) the loans and assets of any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) any sale, lease transfer or other disposition of assets the Net Cash Proceeds arising from of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt Issuance(other than Debt permitted to be incurred or issued pursuant to Section 5.02(b), then but including the Borrower shall prepay Net Cash Proceeds from the Loans hereunder issuance of Senior Notes in an excess of the amount equal to 100% of such Net Cash Proceeds required to repay the Bridge Loan Facility), and (C) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not later otherwise included in clause (A) or (B) above (other than five any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), prepay an aggregate principal amount of the Term Loan Advances comprising part of the same Term Loan (5with application to be made in accordance with clause (ii) Business Days following below, in an aggregate amount equal to the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. The Borrower shall promptly , provided, however, that with respect to any payment referred to in clause (and not later than five (5A) Business Days following receipt thereof) notify above, the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation from the sale of Collateral (other than as set forth in clauses (i), (ii), (iii) or (iv) of the Net Cash Proceeds. Each prepayment definition of Loans Certain Permitted Dispositions) in which the lenders under the Revolving Credit Facility have a prior lien shall first be applied to repay advances, if any, under the Revolving Credit Facility. (ii) All prepayments under this clause subsection (b) shall be applied made together with accrued interest thereof to the date of such prepayment in full of on the aggregate principal amount and prepaid, together with any accrued but unpaid interest with respect amounts owing pursuant to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans Section 8.04 and shall be accompanied by accrued interest and fees applied ratably to each remaining scheduled repayment of the Term Loan Advances. If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.05(b) would be made on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any a day other than the last day of the applicable Interest Period applicable thereon, each Borrower may direct the Administrative Agent to it(and if so directed, the Borrower Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall pay any amounts due apply the amount of such payment to the Lenders prepayment of such Term Loan Advances; provided, however, that such Term Loan Advances shall continue to bear interest as a result thereof pursuant to set forth in Section 2.172.06 until the last day of the applicable Interest Period therefor.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities Within five Business Days after financial statements have been terminated without delivered pursuant to Section 6.01(a) and the funding related Compliance Certificate has been delivered pursuant to Section 6.02(b) (such payment date, the “Excess Cash Flow Payment Date”), the Borrowers shall prepay an aggregate principal amount of any loans thereunder or Loans equal to the excess (if any) of (A) the Applicable Prepayment Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such Fiscal Year (such prepayments to be applied as set forth in clause (iv) below). (ii) the loans and If any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f), (i) or (j)) which results in the realization by such Person of Net Cash Proceeds arising from in excess of $5,000,000, individually or in the aggregate during any Debt IssuanceFiscal Year, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five that are in excess of $5,000,000 immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (iv) Business Days following below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the receipt election of the Borrowers (as notified by the Borrower Borrowers 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 such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds. The Borrower , such purchase shall promptly have been consummated or a definitive agreement with respect to such purchase shall have been entered into by the Borrowers (and not later than five (5) Business Days following receipt thereof) notify as certified by the Borrowers in writing to the Administrative Agent Agent); provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the receipt by Loans as set forth in this Section 2.05(b)(ii); provided further that Net Cash Proceeds received in connection with any Disposition of ABL Priority Collateral (as such term is defined in the Borrower or any Subsidiary, as applicable, of Intercreditor Agreement) shall not be required to be used to prepay outstanding Term Loans to the extent that such Net Cash Proceeds are used to prepay the revolving loans under the Revolving Credit Agreement. (iii) Upon the incurrence or issuance by any Loan Party or any of their Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) - (m), Section 7.02(n)(ii) and Sections 7.02 (o) – (v)), 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 such notice Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below); provided that any prepayment of Loans pursuant to this Section 2.05(b)(iii) shall be accompanied made at a premium if and to the extent required by a reasonably detailed calculation of the Net Cash Proceeds. Section 2.05(e). (iv) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied ratably to each Series of Term Loans and shall be applied to the Term B Repayment Amounts and New Term Loan Repayment Amounts, as the case may be, on a pro rata basis, and each such prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Applicable Percentages of such Series.

Mandatory. So long as (i) Upon any Extraordinary Receipt received by or paid to or for the commitments in respect account of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subject Subsidiaries receives any in respect of its property or assets, after the first $20,000,000 of Net Cash Proceeds arising from relating to any Debt IssuanceExtraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or series of related events, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later than five (5) received therefrom within three Business Days following 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 business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such 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. The , and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall promptly (and not later than five (5) Business Days following receipt thereof) notify deliver a certificate of a Responsible Officer to the Administrative Agent of certifying that all, or, subject to the receipt by the Borrower or any Subsidiaryimmediately succeeding proviso, as applicablepart of, of such Net Cash Proceeds and have been reinvested in accordance with the proviso of this Section 2.05(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 notice period shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Loans as set forth in this Section 2.05. (ii) Each prepayment of Loans under pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (biii) of this Section 2.05(b). (iii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) of this Section 2.05(b), first, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, and, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all Loans and L/C Borrowings outstanding at such time, may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be accompanied applied (without any further action by accrued interest and fees on or notice to or from the amount prepaid Borrower or any other Loan Party) to reimburse the date fixed for prepaymentapplicable L/C Issuer or the Revolving Credit Lenders, plusas applicable. (iv) Notwithstanding the provisions of Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would result in the case Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans that are prepaid on any day other than prior to the last day of the an Interest Period applicable to itPeriod, so long as no Default has occurred and is continuing, the Borrower shall pay any amounts due may defer the making of such mandatory prepayment until the earlier of (A) the last day of such Interest Period and (B) the date thirty days after the date on which such mandatory prepayment would otherwise have been required to the Lenders as a result thereof pursuant to Section 2.17be made.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and Relevant Party makes any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, Asset Sale which results in the event that the Borrower or any realization by such Person of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five promptly after receipt (5) Business Days following the receipt by or if the Borrower or such Subsidiary of in good faith intends to use such Net Cash Proceeds. The Borrower shall promptly (and Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets, capital assets to be used in any line of business not later than five (5) Business Days following receipt thereof) notify prohibited by Section 7.07 or for other uses reasonably acceptable to the Administrative Agent of Agent, then on or before the receipt 360th day after such Asset Sale to the extent that, within such 360 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose; provided, that prepayment shall be required with such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (v) below). (ii) Upon the issuance or incurrence by the Borrower or any SubsidiaryRestricted Subsidiary of any Indebtedness (other than Indebtedness permitted under Section 7.02), as applicableand upon receipt of the Net Cash Proceeds thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (v) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Relevant Party, and such notice not otherwise included in clause (i) or (ii) of this Section 2.04(b), the Borrower shall be accompanied by a reasonably detailed calculation prepay an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds. Each prepayment of Loans under this Proceeds received therefrom promptly upon receipt thereof by such Relevant Party (such prepayments to be applied as set forth in clause (bv) below). (iv) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be applied required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the aggregate principal amount Loans and any accrued but unpaid interest with respect L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (v) Prepayments of the Loans made pursuant to this Section 2.04(b), first, shall be applied ratably to the 364-Day Tranche Loans before being L/C Borrowings, second, shall be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect ratably to the 18-Month Tranche Loans and outstanding Swingline Borrowings, third, shall be accompanied by accrued interest and fees on the amount prepaid applied ratably to the date fixed for prepaymentoutstanding Base Rate Loans (other than the Swingline Loans), plusfourth, shall be applied ratably to the outstanding Eurodollar Rate Loans, and fifth, shall be used to Cash Collateralize the remaining L/C Obligations; provided that, in the case of any Eurodollar Loans that are prepaid on any day other than the last day prepayments of the Interest Period applicable Loans required pursuant to itclause (i), (ii), or (iii) of this Section 2.04(b), such Cash Collateralization shall only be required if an Event of Default has occurred and is continuing,; and, in the case of prepayments of the Loans required pursuant to clause (i), (ii), or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, if applicable, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable; provided, however, that if an Event of Default no longer exists, any Cash Collateral required under this Section 2.04(b) shall pay any amounts due be released to the Lenders as a result thereof Borrower. Prepayments made pursuant to this Section 2.172.04(b) shall not result in a permanent reduction of the Commitments.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower The Company shall prepay the Committed Loans hereunder as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of the date of receipt of such Net Cash Proceeds with respect to such Involuntary Disposition; provided, however, that, with respect to an Involuntary Disposition of the type described in clause (a) of such definition, so long as no Default shall have occurred and be continuing and such casualty occurs prior to November 17, 2026, all or any portion of such Net Cash Proceeds shall not later than five be required to be so applied at the election of the Company (5as notified by the Company to the Administrative Agent) Business Days following to the extent such Loan Party reinvests such Net Cash Proceeds in restoration or repair of the applicable loss, destruction or damage of such Collateral within 180 days after the receipt by of such Net Cash Proceeds (or, if a commitment for such reinvestment has been made within such 180 day period, within 360 days after the Borrower or such Subsidiary receipt of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of ); provided that if such Net Cash Proceeds and such notice shall have not been so reinvested shall be accompanied immediately applied to prepay the Committed Loans. (ii) The Company shall prepay the Committed Loans in connection with a Property Substitution or Prepayment Release in the amounts, and to the extent required, pursuant to Section 2.19. (iii) If for any reason the Outstanding Amount of all Revolving Loans at any time exceeds the Aggregate Revolving Commitments then in effect, the Company shall immediately prepay Revolving Loans in an aggregate amount equal to such excess. (iv) With respect to any Mortgaged Property for which an “as completed” valuation was obtained in calculating the Initial Appraised Value, to the extent a lesser appraised value is given to such Mortgaged Property in accordance with the definition of “Initial Appraised Value”, the Company shall prepay the Committed Loans in an amount equal to 80% of such difference, as reasonably determined by a reasonably detailed calculation the Administrative Agent and stated in writing to the Company; provided that the amount of such prepayment shall not exceed an amount such that, after giving effect to such adjustment of the Net Cash ProceedsInitial Appraised Value of the applicable Mortgaged Property, the Aggregate Outstanding Loan Value (after giving effect to such prepayment amount, if any) does not exceed the Aggregate Loan Cap in effect at such time. (v) Each prepayment of Loans pursuant to clauses (i) and (iv) of this Section 2.05(b) shall be applied, first, ratably to the remaining principal repayment installments of the Term Loans and, if applicable, the Incremental Term Loan (in each case, including any payment due on the Maturity Date) in inverse order of maturity, and second, to outstanding Revolving Loans (with a corresponding reduction of the Revolving Commitments in such amount, regardless of the amount of Revolving Loans outstanding at such time). Each prepayment of Loans under this pursuant to clause (bii) of this Section 2.05(b) shall be applied, first, ratably to the remaining principal repayment installments of the Term Loans and, if applicable, the Incremental Term Loan (in each case, including any payment due on the Maturity Date) on a pro rata basis, and second, to outstanding Revolving Loans (with a corresponding reduction of the Revolving Commitments in such amount, regardless of the amount of Revolving Loans outstanding at such time). Each prepayment of Loans pursuant to clause (iii) of this Section 2.05(b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued repay such excess Revolving Loans. All prepayments under this Section 2.05(b) shall be subject to Section 3.06, but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans otherwise without premium or penalty, and shall be accompanied by accrued interest and fees on the principal amount prepaid to through the date fixed for of prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) Subject in all respects to the commitments in prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect of each to Revolving Credit Facility Collateral, within three (3) Business Days of the Bridge Facilities have been terminated without receipt by the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Company or any of its Subsidiaries receives any of Net Cash Proceeds arising from any Debt IssuanceAsset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, then the Borrower Company shall apply all such Net Cash Proceeds to prepay the Loans hereunder in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to 100% the Applicable Prepayment Percentage of such Net Cash Proceeds not later than five (5if any) Business Days following to prepay the receipt by Loans in the Borrower manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or such Subsidiary businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such Net Cash Proceeds. The Borrower credit bid shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such notice Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be accompanied by a reasonably detailed calculation of required pursuant to this Section 2.08(iii) to the Net extent that such prepayment would cause (a) Worldwide Cash Proceeds. to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of Loans under principal pursuant to this clause (bSection 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of the aggregate principal amount and any accrued but unpaid interest with respect each applicable Class up to the 364-Day Tranche full amount thereof, and second to outstanding Eurodollar Rate Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect of each applicable Class up to the 18-Month Tranche Loans and full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be accompanied by made together with any interest accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusof such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Loans that are prepaid Rate Loan on any day a date other than the last day of the an Interest Period applicable or at its maturity, any additional amounts which the Company shall be obligated to it, the Borrower shall pay any amounts due reimburse to the Lenders as a result in respect thereof pursuant to Section 2.179.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. So long as (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the commitments aggregate results in respect the realization or receipt by any Restricted Company of each Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the Bridge Facilities have been terminated without the funding realization or receipt of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Initial Term Loans hereunder and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to 100% 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 not later than five in accordance with Section 2.06(b)(i)(B) (5which election may only be made if no Specified Event of Default has occurred and is then continuing) Business Days following and (y) if at the receipt by time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such Subsidiary 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 the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds. The Borrower shall promptly Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (and not later than five (5x) Business Days following receipt thereof) notify the Administrative Agent portion of the receipt by Applicable Asset Sale Proceeds (but not the Borrower or any Subsidiaryother 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, as applicableand the remaining amount, if any, of such Net Cash Proceeds and such notice shall be accompanied by allocated to the Initial Term Loans and the 2022 Incremental Term B- 2 Loans on a reasonably detailed calculation pro rata basis in accordance with the terms hereof to the prepayment of the Net Cash Proceeds. Each Initial Term Loans and the 2022 Incremental Term B-2 Loans, as applicable, and the amount of prepayment of the Initial Term Loans under and the 2022 Incremental Term B-2 Loans that would have otherwise been required pursuant to this clause (bSection 2.06(b)(i) shall be applied reduced accordingly and (y) to the prepayment extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in full any event within ten (10) Business Days after the date of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being such rejection) be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Initial Term Loans and shall be accompanied by accrued interest and fees the 2022 Incremental Term B-2 Loans on a pro rata basis in accordance with the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.terms hereof; 91

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved]. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If (x) the Borrower or any of its Subsidiaries Restricted Subsidiary receives any Net Cash Proceeds arising from any Debt IssuanceDisposition by the Borrower or any Restricted Subsidiary pursuant to Section 7.05(g) or (y) any Casualty Event occurs, then which results in the realization or receipt by the Borrower or Restricted Subsidiary of Net Proceeds, the Borrower shall offer to prepay (or cause to be offered to be prepaid) in accordance with clause (b)(vi) below, 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 Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds (such amount, the “Applicable Proceeds”); provided that if at the time that any such prepayment would be required, the Borrower is 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 the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”) with the Net Proceeds, then the Borrower may apply the Applicable 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 Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion of the Applicable Proceeds (but not later the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable 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, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) 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. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to the Net Proceeds received therefrom on or prior to the date which is five (5) Business Days following after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds. The ; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis to the Term Loans 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 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, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iii) 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 not later than five in any event within ten (510) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the definition thereof. (iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (v) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied as between series, Classes or tranches of Term Loans as directed by the Borrower (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans and (iii) other than set forth in clauses (i) or (ii) above (in the case of clause (ii), solely to the extent that the portion of the Net Proceeds otherwise due to be applied to such Incremental Term Loans are applied to repay the other Term Loans), any prepayment of Term Loans pursuant to this Section 2.05(b) may not be directed to a later maturing series, Class or tranche without at least a pro rata prepayment of any related earlier maturing series, Class or tranche); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (ii) and (iii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following receipt thereofthe date of prepayment pursuant to Section 2.07(a) in direct order of maturity (without premium or penalty), unless otherwise directed by the Borrower; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (ii) and (iii) of this Section 2.05(b) at least three (3) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment (or such shorter time as the Administrative Agent may agree). Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full The Administrative Agent will promptly notify each Appropriate Lender of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day contents of the Interest Period applicable to it, Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17prepayment.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans The Revolving Facility shall be automatically and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in permanently reduced by an amount equal to 100% $50,000,000 (provided, 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 later than five (5) so reinvested shall be deemed to have been received on the Business Days Day immediately following the receipt by the Borrower or such Subsidiary expiration of such Net Cash Proceeds. The Borrower shall promptly eighteen (18) month period), and not later than five (5C) Business Days following receipt thereof) notify the Administrative Agent date that is the first anniversary of the receipt by Closing Date (the Borrower or any Subsidiary“Mortgage Notice Date”); provided, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusthat, in the case of any Eurodollar Loans that are prepaid on any day other than this clause (C), if the last day Borrower has delivered written notice to the Lender electing to grant a Mortgage (subject to Permitted Liens) in the Corporate Headquarters in favor of the Interest Period applicable Lender for the benefit of the Secured Parties to itsecure the Secured Obligations (the “Collateral Notice”) on or prior to the Mortgage Notice Date, the Revolving Facility shall not be reduced pursuant to this Section 2.05(b)(i)(C) so long as the Borrower shall pay any amounts due have, on or prior to the Lenders date that is ninety (90) days (or such extended period of time as agreed to by the Lender in its reasonable discretion) after the Mortgage Notice Date, provided to the Lender a result thereof 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 Lender for the benefit of the Secured Parties to secure 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. (ii) If after giving effect to any reduction or termination of the Revolving Facility under this Section 2.172.05, the Letter of Credit Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

Mandatory. So long as (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(m), (s), (u) and (v)) or (2) any Casualty Event occurs, that results in the commitments realization or receipt by Parent or such Restricted Subsidiary of Net Proceeds in respect excess of each $10 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 Bridge Facilities have been terminated without the funding of any loans thereunder realization or (ii) the loans and any accrued interestreceipt by Parent, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the such Borrower or any Restricted Subsidiary of its Subsidiaries receives any such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate amount of Term Loans hereunder 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 (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 Borrowers (or any Restricted Subsidiary) may apply 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, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not later than 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 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. (ii) If any Loan Party or any Restricted Subsidiary of a Loan Party incurs or issues any Indebtedness after the Closing Date (other than, in the case of Parent or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.02), including Credit Agreement Refinancing Indebtedness, the Borrowers shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days following after the receipt by the Borrower such Loan Party or such Restricted Subsidiary of such Net Cash Proceeds. The Borrower . (iii) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (and not later than five iv) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares (5provided, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) Business Days following receipt thereofof Refinanced Debt), subject to clause (v) of this Section 2.05(b). (v) Parent shall notify the Administrative Agent in writing of any mandatory prepayment of Loans (and/or Cash Collateralization of L/C Obligations) required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the receipt by the Borrower or any Subsidiary, as applicable, of event giving rise to such Net Cash Proceeds and mandatory prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of Parent’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Parent no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans under Term Loans. Any Declined Proceeds remaining thereafter may be retained by the Borrowers and/or applied for any purpose not otherwise prohibited by this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Agreement.

Mandatory. So long as (i) the commitments At any time in respect of each of the Bridge Facilities have been terminated without the funding of which any loans thereunder or (ii) the loans and Incremental Term Facility Loan remains outstanding, if any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount 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) and (v) below); provided, however, that (A) the first $25,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not later than five be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (5B) Business Days following with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) in excess of the receipt 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. The Borrower , such reinvestment shall promptly have been consummated (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt 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 (B) if a Default has occurred and is continuing at any time that the Borrower or a Subsidiary Guarantor receives or is holding any SubsidiaryNet Cash Proceeds which have not yet been reinvested, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be immediately applied to the prepayment in full of the aggregate principal amount and Loans as set forth in this Section 2.05(b)(i). (ii) At any accrued but unpaid interest with respect time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case account of any Eurodollar Loans that are prepaid on Loan Party or any day of its Subsidiaries (other than the last day Agway Subsidiaries, Excluded Subsidiaries, or Inactive Subsidiaries), and not otherwise included in clause (i) of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to this Section 2.17.2.05

Mandatory. So long as (i) If for any reason the commitments Total Outstandings at any time exceed the Aggregate Commitments then in respect of each effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Bridge Facilities have been terminated without Loans the funding of any loans thereunder or Total Outstandings exceed the Aggregate Commitments then in effect. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property under Section 7.05(g) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds arising to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Debt IssuanceDisposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof. (iii) 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 the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later than five (5) Business Days following the received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary of (such Net Cash Proceeds. The Borrower shall promptly prepayments to be applied as set forth in clause (and not later than five iv) below). (5iv) Business Days following receipt thereof) notify the Administrative Agent Prepayments of the receipt Total Outstandings made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any Subsidiaryother Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Restricted Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a) – (h), (j), (k), (l) or (n) which results in the realization by such Person of aggregate Net Cash Proceeds arising from in excess of $15,000,000 in any Debt Issuancefiscal year, then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) in excess of $15,000,000 within three Business Days following after 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)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower 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 or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), which results in the realization by such Person of aggregate Net Cash Proceeds in excess of $15,000,000 in any Fiscal Year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may have 365 days after the receipt of such cash proceeds, to apply such proceeds to replace, rebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and provided, further, however, that an amount equal to any cash proceeds not so applied within such 365 day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four scheduled principal repayment installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a). The ​ (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall promptly immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (and not later other than five the L/C Borrowings) in an aggregate amount equal to such excess. (5v) Business Days following receipt thereof) notify the Administrative Agent Prepayments of the receipt Revolving Credit Facility made pursuant to Section 2.05(b)(iv), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any Subsidiaryother Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (vi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Net Cash Proceeds attributable to Foreign Subsidiaries would be (x) prohibited by applicable local law (including as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries), (y) restricted by applicable material constituent documents or other material agreements, or (z) reasonably be expected to result in a Tax liability or otherwise result in adverse Tax cost consequences for the Borrower or any Subsidiaries, an amount equal to the portion of such Net Cash Proceeds and that would be so affected were the Borrower to attempt to repatriate such notice shall cash will not be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall required to be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche repay Term Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to this Section 2.172.05.

Mandatory. So long as (i) If the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the US Borrower or any Restricted Subsidiary Disposes of its Subsidiaries receives any property pursuant to Section 7.05(f),7.05(g) or 7.05(h) or any property that is not permitted to be Disposed of by the Loan Documents, in each case, which Disposition results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5or if less, the Outstanding Amount of the Term Loans) Business Days following immediately upon 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 receipt election of the US Borrower (as notified by the US 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, the US Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 270 days after the receipt of such Net Cash Proceeds. The , such purchase shall have been consummated (as certified by the US Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify in writing to the Administrative Agent of the receipt by the Borrower or any SubsidiaryAgent) (provided, that a binding commitment entered into within such 270 day period with respect to such purchase shall be treated as applicable, a permitted application of such Net Cash Proceeds and so long as such notice Net Cash Proceeds shall be accompanied by a reasonably detailed calculation have been applied to such purchase within 365 days after receipt of the relevant Net Cash Proceeds. ); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Each prepayment of Term Loans under this clause (bpursuant to Section 2.05(b)(i) shall be applied ratably to the prepayment in full Term Aggregate Commitments. (iii) If for any reason the Total Revolving Credit Outstandings exceed the lesser of (A) the aggregate principal amount Revolving Credit Aggregate Commitments and any accrued but unpaid interest with respect to (B) the 364-Day Tranche Loans before being applied to Revolving Credit Availability Amount at such time, the Borrowers shall immediately prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Revolving Credit Loans, Swing Line Loans and shall be accompanied by accrued interest and fees on L/C Borrowings and/or Cash Collateralize the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day L/C Obligations (other than the last day L/C Borrowings) in an aggregate amount equal to such excess. The 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 Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17results of exchange rate fluctuations.

Mandatory. So long as (i) If, at any time, the commitments Total Outstandings at such time exceed the Maximum Revolving Credit, then, (A) to the extent that the Administrative Agent is exercising its rights to sweep cash under any Control Account, within one Business Day and (B) to the extent that the Administrative Agent is not exercising its rights to sweep cash under any Control Account, within three (3) Business Days, in respect either case, the Borrowers shall prepay the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of each Total Outstandings as of such date of payment to an amount less than or equal to the Maximum Revolving Credit; provided, however, that, subject to the provisions of Section 2.04(h)(ii), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Bridge Facilities have been terminated without Loans the funding of any loans thereunder or Total Outstandings exceed the Maximum Revolving Credit above at such time. (ii) At any time following the loans occurrence and any accrued interestduring the continuation of a Liquidity Period, fees and other obligations under within one Business Day following the Bridge Facilities have been paid in full, in the event that the Borrower or any receipt of its Subsidiaries receives any Net Cash Proceeds arising from in respect of any Debt IssuanceDisposition of ABL Priority Collateral or any Net Insurance/Condemnation Proceeds constituting ABL Priority Collateral, then the Borrower Borrowers shall prepay the Loans hereunder in apply an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Insurance/Condemnation Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, received with respect thereto to prepay the outstanding principal amount of the Loans and/or Cash Collateralize the outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or receipt of Net Cash Proceeds and such notice Insurance/Condemnation Proceeds. (iii) Prepayments of the Facilities made pursuant to this Section 2.06(b), shall be accompanied by a reasonably detailed calculation applied, first, to the L/C Borrowings, Swingline Loans or Protective Advances, second, ratably to the outstanding Loans and third, to Cash Collateralize the remaining L/C Obligations. (iv) In the case of prepayments of the Net Cash Proceeds. Each prepayment of Loans under this Facilities required pursuant to clause (bi) shall be applied to or (ii) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans, outstanding at such time and the aggregate principal amount and Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of their business. Upon the drawing of any accrued but unpaid interest with respect to Letter of Credit that has been Cash Collateralized, the 364-Day Tranche Loans before being applied to prepay funds held in the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and L/C Cash Collateral Account shall be accompanied applied (without any further action by accrued interest and fees on or notice to or from the amount prepaid Borrowers or any other Loan Party) to reimburse the date fixed for prepaymentL/C Issuer or the Lenders, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) the commitments in respect The Borrower shall: (A) within three Business Days of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that receipt by the Borrower or any of its Restricted Subsidiaries receives of any Net Cash Proceeds arising from any Debt Issuance, then asset sales or other dispositions of property by the Borrower shall or any Restricted Subsidiary to the extent resulting in Net Cash Proceeds in excess of $10,000,000 for any disposition or series of related dispositions, as set forth in clause (a) of the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of the Loans hereunder Term Advances (and, upon prepayment in full of the Term Advances, the Revolving Advances) in an amount equal to 100% of the amount of such Net Cash Proceeds not later than five in excess of $10,000,000; (5B) within three Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiaryof its Restricted Subsidiaries of any Net Cash Proceeds from the incurrence or issuance of any Debt by the Borrower or any Restricted Subsidiary to the extent resulting in Net Cash Proceeds in excess of $10,000,000 for any incurrence or issuance or series of related incurrences or issuances, as applicableset forth in clause (b) of the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of the Term Advances (and, upon prepayment in full of the Term Advances, the Revolving Advances) in an amount equal to 100% of the amount of such Net Cash Proceeds and such notice shall be accompanied in excess of $10,000,000; and (C) within three Business Days following receipt by a reasonably detailed calculation the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds from the sale or issuance of any Equity Interests by the Borrower or any Restricted Subsidiary, as set forth in clause (c) of the definition of “Net Cash Proceeds. Each ”, prepay an aggregate principal amount of the Term Advances(and, upon prepayment in full of Loans the Term Advances, the Revolving Advances) in an amount equal to 75% of the amount of such Net Cash Proceeds. (ii) All prepayments under this clause subsection (b) shall be applied made together with accrued interest to the date of such prepayment in full on the principal amount prepaid, together with any amounts owing pursuant to Section 11.04(c). (iii) Any prepayments of the aggregate principal amount and any accrued but unpaid interest with respect Revolving Advances pursuant to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and this Section 4.01(b) shall not be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day a corresponding mandatory permanent reduction of the Interest Period applicable to it, Total Revolving Credit-Linked Deposit Amount or the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Revolving Commitments.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower If Holdings or any of its Subsidiaries receives (x) Disposes of any property (other than, so long as any Australian Dollar Term A Loans are then outstanding, any real property located in Australia, or any Disposition of any property permitted by Section 7.05 (except pursuant to Section 7.05(j), Section 7.05(k) or Section 7.05(l)) or in connection with the Sydney Sale) which results in the realization by such Person of Net Cash Proceeds arising from any Debt Issuancein excess of an aggregate amount of $12,000,000 per Fiscal Year, then the Borrower Borrowers shall prepay the Loans hereunder in (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of such Net Cash Proceeds not in excess of such $12,000,000 no later than five the later of (5a) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereofthereof by such Person and (b) notify five (5) Business Days after such $12,000,000 threshold is reached in such Fiscal Year or (y) Disposes of any real property located in Australia, the Administrative Agent Australian Borrower shall prepay an aggregate principal amount of Australian Dollar Term A Loans equal to 100% of the receipt Net Cash Proceeds of such Disposition (in each case such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (ii) [Reserved]. (iii) Upon the incurrence or issuance by the Borrower Holdings or any Subsidiaryof its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03) the Borrowers shall prepay (or Cash Collateralize, as applicable, ) an aggregate principal amount of such Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom on the day of receipt thereof by Holdings or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries and not otherwise included in paragraph (i), (ii) or (iii) of this Section 2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom in excess of $10,000,000 per Fiscal Year no later than the later of (a) five (5) Business Days following receipt thereof by such notice Person and (b) five (5) Business Days after such $10,000,000 threshold is reached in such Fiscal Year (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (v) Each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal repayment installments thereof and the repayment at the final maturity thereof), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrowers. Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by a reasonably detailed calculation of all accrued interest on the Net Cash Proceedsamount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment pursuant to Section 2.05(b)(i)(y) shall be applied, first, ratably to the Australian Dollar Term A Loans held by the applicable Australian Dollar Term Loan A Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal repayment installments thereof and the repayment at the final maturity thereof) and, second, to the extent any excess remains, in accordance with the first sentence of this Section 2.05(b)(v). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments at such time, the Revolving Credit Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans under and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If the Administrative Agent notifies Holdings at any time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Revolving Credit Borrowers shall prepay Revolving Credit Loans and/or Cash Collateralize Letters of Credit (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (vii) Prepayments of the Revolving Credit Facility made pursuant to this clause Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Revolving Credit Lenders in accordance with their Applicable Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (bwithout any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans. (viii) The Borrowers shall, within five (5) Business Days of the Third Restatement Date, make a prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to Euro Term A Loans if the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day Acquisition is not consummated within five (5) Business Days of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Third Restatement Date.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than an Excluded Subsidiary) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c) or (d)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clauses (vi) Business Days following and (x) 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 receipt election of the Company (as notified by the Borrower Company 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 such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds. The Borrower , such purchase shall promptly have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries (other than an Excluded Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party or otherwise permitted under Section 7.06(b), (d) and (e)), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (x) below). (iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an Excluded Subsidiary) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (x) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than an Excluded Subsidiary), and not later than five otherwise included in Sections 2.05(b)(i), (5ii) Business Days following or (iii), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (x) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) notify or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 270 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the receipt by Loans as set forth in this Section 2.05(b)(iv). (v) Upon the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation failure of the Net Cash Proceeds. Funding Release Date to occur on or prior to the Facility Termination Date, the Borrowers shall immediately prepay all of the Loans with proceeds on deposit in the Senior Loan Escrow Account in an aggregate principal amount equal to 100% of the proceeds on deposit in the Senior Loan Escrow Account (such prepayments to be applied as set forth in clause (vi) below). (vi) Each prepayment of the outstanding Term Loans under pursuant to this clause Section 2.05(b) shall be applied first, to the Company Term Facility and/or the Amerigon Germany Term Facility, at the sole discretion of the Company, and to the principal repayment installments thereof in inverse order of maturity, and, second, to the Revolving Credit Facility in the manner set forth in Section 2.05(b)(ix) and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (bvii) Upon the determination by the Company and the Administrative Agent, on or prior to the Funding Release Date, of the final amount of the consideration required to be paid to the Sellers in connection with the Acquisition, Amerigon Germany shall immediately prepay (or the Company shall prepay or cause to be prepaid on behalf of Amerigon Germany) with proceeds on deposit in the Senior Loan Escrow Account, an aggregate principal amount of Amerigon Germany Term Loans, equal to 100% of the difference between (A) the aggregate amount of proceeds of the Amerigon Germany Term Borrowing on deposit in the Senior Loan Escrow Account and (B) the final portion of the aggregate cash consideration of the Acquisition (the “Final Amerigon Germany Term Loan Amount”) to be provided by Amerigon Germany pursuant to the Acquisition Agreement to be paid in connection with the Acquisition, which prepayment of such excess shall be applied first to the Revolving Credit Facility in an amount not to exceed $9,010,524.16 and second, if any such excess remains, pro rata among the Amerigon Germany Term Facility to the principal repayment installments thereof in inverse order of maturity and the Revolving Credit Facility, in each case, prepayments of such excess shall be applied to the prepayment Lenders in full accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate principal amount and any accrued but unpaid interest with respect equal to such excess. (ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the 364-Day Tranche Loans before being L/C Borrowings and the Swing Line Loans, second, shall be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect ratably to the 18-Month Tranche Loans and outstanding Revolving Credit Loans, and, third, shall be accompanied by accrued interest and fees on used to Cash Collateralize the amount prepaid to the date fixed for prepayment, plusremaining L/C Obligations; and, in the case of any Eurodollar Loans that are prepaid on any day other than the last day prepayments of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof Revolving Credit Facility required pursuant to Section 2.172.05(b)(i), (ii), (iii) or (iv), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. So long as (iA) If any Prepayment Asset Sale occurs or any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the 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 Net Cash Proceeds an aggregate principal amount of Initial Term 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 the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the commitments in respect of each portion of the Bridge Facilities 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 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 terminated without required pursuant to this ‎‎Section 2.06(b)(i) shall be reduced accordingly and (y) to the funding extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any loans thereunder or event within ten (ii10) Business Days after the loans and any accrued interest, fees and other obligations under date of such rejection) be applied to prepay the Bridge Facilities have been paid Initial Term Loans in full, in accordance with the event that the Borrower or any of its Subsidiaries receives terms hereof; (B) With respect to any Net Cash Proceeds arising from realized or received with respect to any Disposition or any Casualty Event required to be applied in accordance with ‎Section 2.06(b)(i)(A), at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in the acquisition, improvement or maintenance of assets useful in the operations of the Restricted Companies within (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a contract to reinvest such Net Cash Proceeds within such 12 month period following receipt thereof, 18 months following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election or are not so reinvested during such 12 month period or 18 month period, as applicable, an amount equal to any such Net Cash Proceeds shall within ten Business Days be applied to the prepayment of the Initial Term Loans as set forth in this ‎Section 2.06. (ii) If any Restricted Company incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to ‎Section 7.03 (other than Refinancing Indebtedness which shall be treated in accordance with ‎Section 2.19), the Borrower shall cause to be prepaid an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds. (iii) Within ten Business Days after financial statements have been or are required to be delivered pursuant to ‎Section 6.01(a) and the related Compliance Certificate has been or is required to be delivered pursuant to ‎Section 6.02(a) for the relevant Excess Cash Flow Period, the Borrower shall cause to be prepaid an aggregate principal amount of the Initial Term Loans and any other Term Loans then subject to ratable prepayment requirements in accordance with ‎Section 2.06(b)(iv) in an amount equal to the Excess Cash Flow Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus the sum of the amount of any voluntary prepayments of the Term Loans, Repatriation Bridge Loans and any other prepayments of Incremental Equivalent Debt Issuanceand/or other Indebtedness secured by Liens on the Collateral on a pari passu or senior basis with the Liens on the Collateral securing the Initial Term Loans during the Excess Cash Flow Period covered by such financial statements and after the end of such Excess Cash Flow Period and prior to the payment date (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof pursuant to ‎Section 2.06(d), Section 2.07 of the Guaranty Agreement and/or otherwise, and/or the application of yank-a-bank provisions that result in a reduction of such Loans) and solely to the extent the Revolving Credit Commitments (or revolving commitments, as applicable) are reduced in connection therewith (and solely to the extent of the amount of such reduction), the amount of any prepayments of the Revolving Credit Loans and/or other revolving indebtedness secured by Liens on the Collateral on a pari passu or senior basis to the Liens on the Collateral securing the Initial Term Loans during the Excess Cash Flow Period covered by such financial statements and after the end of such Excess Cash Flow Period and prior to the payment date, except, in the case of each of clause ‎(1) and ‎(2), to the extent such prepayments were financed with the proceeds of long-term Indebtedness (other than revolving debt) (the amount of Excess Cash Flow required to be prepaid hereunder, the “Applicable ECF Proceeds”); provided that, (x) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness, then the Borrower, at its election, may apply the Applicable ECF 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 Excess Cash Flow so received to the prepayment of such Other Applicable Indebtedness, (y) the portion of the Applicable ECF Proceeds allocated to the Other Applicable Indebtedness shall not exceed the Applicable ECF Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this ‎Section 2.06(b)(iii) shall be reduced accordingly and (z) such Applicable ECF Proceeds (calculated without giving effect to clause (x) above) shall only be required to be prepaid under this ‎Section 2.06(b)(iii) if, and to the extent, in excess of the Excess Cash Flow Threshold (and will only require the prepayment of the Applicable ECF Proceeds in excess of such Excess Cash Flow Threshold). (iv) Except as otherwise provided in any Incremental Joinder, Refinancing Amendment or Extension Amendment, in each case with respect to the Class or Classes of Term Loans covered thereby, each prepayment of Term Loans pursuant to this ‎Section 2.06(b) shall be applied in a manner as directed by the Borrower among any Class or Classes of Term Loans, and without any such direction, ratably to each Class of the Term Loans (based on the amount of outstanding principal) and in direct order of maturities to the principal repayment installments of the Term Loans that are due after the date of such prepayment; provided that, the Borrower may not direct any mandatory prepayments under one Class or Classes of Term Loans to a later maturing Class or Classes of Term Loans without at least a pro rata repayment of any related earlier maturing Class or Classes. (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Initial Term Loans required to be made pursuant to clauses ‎(i), ‎(ii) and ‎(iii) of this ‎Section 2.06(b) at least (A) in the case of the prepayment of Initial Term Loans which are Base Rate Loans, one Business Day and (B) in the case of prepayments of Initial Term Loans which are Eurocurrency Rate Loans, three Business Days, in each case prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (vi) In the event that on any Revaluation Date (after giving effect to the determination of the Total Revolving Outstandings with respect to the applicable Revolving Credit Facility) the Total Revolving Outstandings with respect to such Revolving Credit Facility exceeds an amount equal to 105% of the total Revolving Credit Commitments under such Revolving Credit Facility, the Borrower shall, within two Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Credit Loans hereunder or Swing Line Loans and/or reduce L/C Obligations (in each case, taking the Dollar Equivalent of any amounts in an Alternate Currency), in an aggregate amount sufficient to reduce such Total Revolving Outstandings as of the date of such payment to an amount not to exceed 100% of the total Revolving Credit Commitment then in effect with respect to such Revolving Credit Facility by taking any of the following actions as it shall determine at its sole discretion: (I) prepayment of Revolving Credit Loans or Swing Line Loans in accordance with ‎Section 2.06, (II) with respect to such excess L/C Obligations, deposit of Cash in a Cash Collateral Account or “backstopping” or replacement of such Letters of Credit, in each case, in an amount equal to 100% of such excess L/C Obligations (minus the amount then on deposit in the Cash Collateral Account). (vii) [Reserved]. (viii) Notwithstanding any other provisions of ‎Section 2.06(b), to the extent any prepayment otherwise required by the realization or receipt of any or all of the Net Cash Proceeds not later than five of any Disposition of property or assets by a Non-U.S. Subsidiary (5or any of their Subsidiaries) Business Days following (a “Foreign Asset Sale”), the receipt Net Cash Proceeds of any Casualty Event realized or received by a Non-U.S. Subsidiary (or any of its Subsidiaries) (a “Foreign Recovery Event”), or Excess Cash Flow attributable to Non-U.S. Subsidiaries (or any of their Subsidiaries) (a “Foreign Cash Sweep”) would result in material and adverse Tax consequences to the Borrower or its direct or indirect owners or Subsidiaries as reasonably determined by the Borrower or such Subsidiary is prohibited or delayed by any applicable Law (including, without limitation, capital maintenance, financial assistance, corporate benefit or other restrictions (including as to lack of such Net Cash Proceeds. The Borrower shall promptly (distributable reserves) on up streaming of cash intragroup and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent fiduciary and statutory duties of the receipt by management of the Borrower relevant members of the relevant Non-U.S. Subsidiary or any Subsidiaryof its Subsidiaries giving rise to any risk of personal liability, as applicableincluding any civil or criminal liability) or other material agreements from being repatriated to or passed on to or used for the benefit of the Borrower, the portion of such Net Cash Proceeds and such notice shall or Excess Cash Flow so affected will not be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall required to be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount Initial Term Loans at the times provided in ‎Section 2.06(b) but may be retained by the applicable Non-U.S. Subsidiary or any of its Subsidiaries so long, but only so long, as such material and adverse Tax consequences would so result or the applicable Law or material agreement will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower, as applicable (the Borrower hereby agreeing to use (or cause the applicable Non-U.S. Subsidiary or its applicable Subsidiary to use) all commercially reasonable efforts for one year to promptly overcome or eliminate any accrued but unpaid interest with respect such restrictions on repatriation, passing on or other use for the benefit of the Borrower and/or use the other cash sources of the Borrower and the Restricted Subsidiaries to make the 18-Month Tranche Loans relevant prepayment) and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case once such repatriation of any Eurodollar Loans that are prepaid on of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied promptly (and in any day other event not later than the last day two Business Days after such repatriation) (net of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders additional Taxes payable or reserved against as a result thereof thereof) to the prepayment of the Initial Term Loans pursuant to Section 2.17‎Section 2.06(b). For the avoidance of doubt, notwithstanding any other provisions of ‎Section 2.06(b) ‎, any prepayment required as a result of a Foreign Asset Sale, Foreign Recovery Event or Foreign Cash Sweep (whether or not subject to the other terms of this ‎Section 2.06(b)(viii)) shall be net of additional Taxes payable or reserved against as a result of such prepayment. (ix) Notwithstanding the foregoing or any other provision in this Agreement, each Term Lender shall have the right to reject its applicable percentage of any repayment or prepayment of the Term Loans pursuant to ‎Section 2.06(b) (each such Lender, a “Rejecting Lender”), in which case the amounts so rejected may be retained by the Borrower (the aggregate amount of such proceeds so rejected as of any date of determination, the “Declined Proceeds”).

Mandatory. So long as Subject to Section 2.07(gh), (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of if any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives disposes of any property (other than (x) any Disposition of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse 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 arising from in the aggregate for all such dispositions in excess of $50,000,000 in any Debt IssuanceFiscal Year (excluding any portion thereof that is reinvested as provided below), then the Borrower Borrowers shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days following 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 receipt election of either the US Borrower or the European Borrower (as notified by such Borrower to the Borrower 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 such 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. The Borrower , such purchase shall promptly have been consummated (and or, if the Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not later than five (5) Business Days so reinvested within 18 months following the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds and such notice not so reinvested shall be accompanied by a reasonably detailed calculation immediately subject to prepayment of the Net Cash Proceeds. Each prepayment of Term Loans under as set forth in this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.172.05(b)(i).

Mandatory. So long as (i) The Borrower shall, on the commitments in respect Business Day following the date of each of the Bridge Facilities have been terminated without the funding receipt of any loans thereunder or (ii) the loans and Net Cash Proceeds by any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives with respect to any sale, lease, transfer or other disposition of any Term Facility Collateral or any Extraordinary Receipt, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 180 days after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (B) with respect to any Net Cash Proceeds arising from (that are not Extraordinary Receipts Proceeds) realized under a sale, transfer or other disposition, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date 37 Chemtura (Term Loan) Credit Agreement of such sale, transfer or other disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated; and provided, further, however, that any Net Cash Proceeds not so reinvested by the conclusion of such reinvestment period shall on the following Business Day be applied to the prepayment of Loans as set forth in this Section 2.05(b)(i); and (C) in the case of Extraordinary Receipts Proceeds on account of the 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. (ii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt Issuance(other than Debt expressly permitted to be incurred or issued pursuant to Section 5.02(b)), then the Borrower shall prepay the Loans hereunder in an aggregate principal amount of Advances equal to 100% of such all Net Cash Proceeds not later than received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary. (iii) Within five (5) Business Days following after financial statements and the receipt by related certificate of a Responsible Officer of the Borrower or such Subsidiary have been delivered pursuant to Section 5.03(c) for the Fiscal Year ended on December 31, 2012 and for each Fiscal Year thereafter, the Borrower shall (subject to the ECF Prepayment Conditions being satisfied in respect of such Net prepayment) prepay an aggregate principal amount of Advances equal to (A) the Applicable ECF Percentage of Excess Cash Proceeds. The Borrower shall promptly Flow for the Fiscal Year covered by such financial statements, minus (and not later than five (5B) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount of voluntary principal prepayments of the Advances and any accrued but unpaid interest with respect to advances under the 364-Day Tranche Loans before being applied to prepay Revolving Facility (so long as such prepayments of advances under the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be Revolving Facility are accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day a corresponding permanent commitment reduction of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof Revolving Facility) made pursuant to Section 2.172.05(a) hereof or in accordance with the terms of the Revolving Facility Credit Agreement, as the case may be.

Mandatory. So long as (ia) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2019, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (without duplication) the sum of: (A) all voluntary prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under the applicable Indebtedness in an amount equal to the amount actually paid in respect of the principal amount of such purchased Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement provisions (including pursuant to Section 3.07)) of: (i) Term Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing DateReplacement Term Loans, (ii) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt, and any other Indebtedness in the form of notes or term loans, in each case to the extent secured by the Collateral, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies), (iii) Revolving Loans (in each case of this clause (iii), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), (iv) revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iv) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding revolving commitments), (B) the amount of Restricted Payments made in respect of Holdings’s or any Parent Company’s common Equity Interests (for the avoidance of doubt, other than Restricted Payments pursuant to Section 7.05(b)(14)(b)) and paid in cash during such period, except to the extent such Restricted Payments were financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (C) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of cash consideration paid by Holdings and its Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05), (D) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property accrued or made in cash during such period, and (E) the aggregate Contract Consideration required to be paid in cash by Holdings or any of its Restricted Subsidiaries and any Planned Expenditures by Holdings or any of its Restricted Subsidiaries relating to Capital Expenditures, in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of Holdings following the receipt by end of such period (except to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that, to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of Holdings, the Borrower or any Restricted Subsidiary) of such Capital Expenditures during such following period of four consecutive fiscal quarters is less than the applicable Contract Consideration and Planned Expenditures (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) deducted under this clause (E), the amount of such shortfall shall be added to the calculation of the applicable ECF Payment Amount at the end of such period of four consecutive fiscal quarters, in the case of each of the immediately preceding clauses (A), (B), (C) and (D), made during such fiscal year (without duplication of any payments or prepayments, repurchases or redemptions in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or, at the option of the Borrower, after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $35.0 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.50 to 1.00 and greater than 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) 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(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and (B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, 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 to the extent required in accordance with the terms of this Section 2.05(2)(a). (i) If (x) Holdings, the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by Holdings or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or 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 Holdings or such Restricted Subsidiary of such Net Cash Proceeds. The , subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment or a binding letter of intent to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (x) the Net Proceeds Percentage shall be 50% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.50 to 1.00 and greater than 2.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 100%), (y) the Net Proceeds Percentage shall be 25% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.25 to 1.00 and greater than 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (z) the Net Proceeds Percentage shall be 0% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), 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(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i)); (B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, 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 to the extent required in accordance with the terms of this Section 2.05(2)(b)(i). (ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, Holdings, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) eighteen (18) months following receipt of such Net Proceeds or (y) if Holdings, the Borrower or any Restricted Subsidiary enters into a legally binding commitment or a legally binding letter of intent to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment or legally binding letter of intent; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been made no earlier than the earliest of notice to the Administrative Agent, execution of a definitive agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); provided further that if any Net Proceeds are no longer intended to be or cannot later than be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days following receipt thereof) notify after the Administrative Agent Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the receipt by Term Loans as set forth in this Section 2.05. (c) [Reserved]. (d) If Holdings, the Borrower or any SubsidiaryRestricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as applicable, directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each . (i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans under this clause required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to the prepayment reduce such remaining scheduled installments of principal within such Class of Term Loans in full direct order of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.maturity; provided that

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising in excess of $5,000,000 from any Debt IssuanceAsset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), then the Borrower shall shall, subject to clause (iii) below, prepay the Loans hereunder in an aggregate principal amount equal to 100% of such Net Cash Proceeds not later than five within one (51) Business Days 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 receipt by 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 any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the 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 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 2.05(b) shall be issued by a Person organized under the laws of any political subdivision of the 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 Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for 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) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such 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 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 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 Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent thereof on or prior to the date of the receipt applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred. (ii) Upon the incurrence or issuance by the Borrower or any Subsidiaryof its Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) through (f) and (h) through (k)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on the next Business Day following receipt thereof by the Borrower or any Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (vi) below). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Restricted Subsidiaries not otherwise permitted hereunder. (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). (iv) Notwithstanding any of the other provisions of clause (i), (ii) or (iii) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iii) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (iv)) but which have not previously been so applied. (v) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such notice deposit account. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall be accompanied by a reasonably detailed calculation immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Net Cash Proceeds. Each prepayment of Loans under Revolving Credit Facility made pursuant to this clause (b) Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders applicable L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f) or (h) and other Dispositions resulting in the realization by the Borrower and its Subsidiaries (including ELLC) of Net Cash Proceeds arising from any Debt Issuancenot in excess of $2,500,000 in the aggregate over the term of this Agreement for all such Dispositions) which results in the realization by such Person of Net Cash Proceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than within five (5) Business Days following after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vi) 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 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 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 operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in 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 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five Business Days after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of such the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. The Borrower shall promptly (and not later than Proceeds received therefrom within five (5) Business Days following after receipt thereof) notify the Administrative Agent of the receipt thereof by the Borrower or any Subsidiarysuch Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that with respect to such proceeds, at the election of the Borrower (as applicable, notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds insurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such notice Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Loans as set forth in this Section 2.05(b)(iii). (iv) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Domestic Subsidiaries receives Disposes of any property pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five within three (53) Business Days following of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, at the receipt election of the Borrowers (as notified by the Lead 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 such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds. The , either (x) such purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Lead Borrower in writing to the Administrative Agent; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall promptly be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (and not later ii) [Intentionally Omitted]. (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than five Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three (53) Business Days following of receipt thereofthereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (v) notify and (viii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the Administrative Agent account of the receipt by the Borrower any Loan Party or any Subsidiaryof its Domestic Subsidiaries, as applicableand not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such notice replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied, first, to the Term Facility and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof first, in direct order of maturity for the first four installments, second, pro rata to the remaining installments (excluding the Maturity Date installment), third, to the Maturity Date installment and fourth, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds received in any calendar year and required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrowers shall not be obligated to make such prepayment. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the aggregate principal Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any accrued but unpaid interest with respect Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) Notwithstanding any other provisions of this Section 2.05(b), to the 364-Day Tranche Loans before being extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay repay the aggregate principal Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and any accrued its Subsidiaries on a consolidated basis. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans, then to Term SOFR Loans and then to Alternative Currency Loans. All prepayments under this Section 2.05(b) shall be subject to Section 3.07, but unpaid interest with respect to the 18-Month Tranche Loans otherwise without premium or penalty, and shall be accompanied by accrued interest and fees on the principal amount prepaid to through the date fixed for of prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property in a transaction permitted under Section 7.05(f) and realizes Net Cash Proceeds arising from in excess of $10,000,000 in any Debt Issuancefiscal year, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such excess Net Cash Proceeds not later than within five (5) Business Days following of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds from the sale of the Rainbow Casino (whether constituting the assets thereof or the capital stock of the Person that operates the casino), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such asset sale), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 360 days after the receipt of such cash proceeds to invest in assets useful to the conduct of the business of the Borrower and its Subsidiaries; and provided, further however, that for the purposes of this Section, the amount of any Net Cash Proceeds received in any such Disposition shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Net Cash Proceeds received in such transaction. (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party, to a wholly-owned Subsidiary of a Loan Party or to any director, officer, employee, consultant or advisor of the Borrower or any Subsidiary thereof), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary of (such Net Cash Proceeds. The Borrower shall promptly prepayments to be applied as set forth in clauses (v) and not later than five (5vii) Business Days following receipt thereofbelow). (iii) notify Upon the Administrative Agent of the receipt incurrence or issuance by the Borrower or any Subsidiaryof its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), as applicable, the Borrower shall prepay an aggregate principal amount of such Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iii) of this Section 2.05(b), 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 notice Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Loans as set forth in this Section 2.05(b)(iv); and provided, further, however, that for the purposes of this Section, the amount of any Extraordinary Receipt received by or paid to or for the account of any non-wholly-owned Subsidiary of the Borrower shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Extraordinary Receipt. (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, but only to the extent an Event of Default shall have occurred and be continuing, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and, if so required, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business and for other purposes not prohibited hereby. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the commitments aggregate results in respect the realization or receipt by any Restricted Company of each Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the Bridge Facilities have been terminated without the funding realization or receipt of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Initial Term Loans hereunder in an amount equal to 100% 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 not later than five in accordance with Section 2.06(b)(i)(B) (5which election may only be made if no Specified Event of Default has occurred and is then continuing) Business Days following and (y) if at the receipt by time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such Subsidiary time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds. The Borrower shall promptly Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (and not later than five (5x) Business Days following receipt thereof) notify the Administrative Agent portion of the receipt by Applicable Asset Sale Proceeds (but not the Borrower or any Subsidiaryother 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, as applicableand the remaining amount, if any, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Net Cash Proceeds. Each Initial Term Loans and the amount of prepayment of the Initial Term Loans under that would have otherwise been required pursuant to this clause (bSection 2.05(b)(i) shall be applied reduced accordingly and (y) to the prepayment extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in full any event within ten (10) Business Days after the date of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being such rejection) be applied to prepay the aggregate principal amount and any accrued but unpaid interest Initial Term Loans in accordance with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.terms hereof;

Mandatory. So long as (i) the commitments in respect of each The Borrower shall, within five Business Days of the Bridge Facilities have been terminated without the funding of receipt by any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives of any Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the Loans hereunder outstanding principal amount of the Advances in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, that (x) with respect to such Net Cash Proceeds, at the election of the Borrower (as notified by the Borrower in writing to the Administrative Agent on or prior to the date of such Asset Sale), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent and each Lender); and (y) any Net Cash Proceeds not later than subject to such definitive agreement or so reinvested shall be applied to the prepayment of the Advances as set forth in this Section 2.08(b); provided, however, that (A) the Borrower shall deliver irrevocable written notice to the Administrative Agent of any such prepayment at least five (5) Business Days following the receipt by the Borrower or prior to any such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly prepayment; (and not later than five (5B) Business Days following receipt thereof) notify the Administrative Agent each prepayment of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under Advances made in accordance with this clause (bSection 2.08(b)(i) shall be applied in inverse order of maturity ratably to the prepayment remaining scheduled installments of principal, in full each case as set forth in such irrevocable written notice of delivered by the aggregate principal amount and any accrued but unpaid interest with respect Borrower to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount Administrative Agent in accordance with this Section 2.08(b) and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, (C) the Borrower shall pay any amounts due be obligated to reimburse the Lenders as a result in respect thereof pursuant to Section 2.178.04(d).

Mandatory. So long as (i) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party from (A) the sale, lease, transfer or other disposition of any property or assets of any Loan Party (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i) of Section 5.02(d)), (B) the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to clause (i) or (ii) of Section 5.02(b)), (C) the issuance or sale by any Loan Party of any Equity Interests therein (other than (i) the commitments issuance and sale of Borrower Common Stock in respect connection with the Initial Public Offering (including, without limitation, Borrower Common Stock issued and sold (A) pursuant to the over-allotment arrangements with the Underwriters described in the Registration Statement, and (B) in consideration for the release of each of accrued and unpaid dividends on the Bridge Facilities have been terminated without Borrower's preferred stock (as described in the funding of any loans thereunder or Registration Statement), (ii) the loans issuance and any accrued interestsale of Borrower Common Stock pursuant to the Medic Warrant and the WCAS Funds Warrants, fees (iii) Equity Interests in the Borrower expressly permitted to be issued or sold pursuant to clause (i) of Section 5.02(f) and other obligations under (iv) the Bridge Facilities have been paid in fullissuance and sale of Borrower Common Stock, or options to purchase Borrower Common Stock, in each case pursuant employee stock option or stock purchase plans) and (D) any Extraordinary Receipt received by or paid to or for the event that account of any Loan Party and not otherwise included in subclause (i)(A), (i)(B) or (i)(C) of this Section 2.05(b), prepay an aggregate principal amount of the Borrower or any Working Capital Advances comprising part of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount same Borrowings equal to (x) in case of subclauses (i)(A), (i)(B) and (i)(D) of this Section 2.05(b), 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, amount of such Net Cash Proceeds and (y) in the subclause (i)(C) of this Section 2.05(b), 50% of such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment . (ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of Loans under this clause (b) shall be applied the Working Capital Advances comprising part of the same Working Capital Borrowings equal to the prepayment in full amount by which (A) the sum of the aggregate principal amount and of all Working Capital Advances outstanding on such Business Day exceeds (B) the Working Capital Facility on such Business Day (after giving effect to any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result permanent reduction thereof pursuant to Section 2.172.04 on such Business Day).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives 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 arising from in excess of $50,000,000 in the aggregate for all such Dispositions in any Debt Issuancefiscal year, then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to the lesser of (A) 100% of such Net Cash Proceeds not later than 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 (5) Business Days following 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 written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such 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 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 Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, prepayments to be applied as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this set forth in clause (biii) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17below).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property (other than a Disposition pursuant to Section 7.05(b) or (d)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than immediately upon receipt thereof by the Borrower or promptly upon receipt thereof by such Subsidiary (and, in any event, within five (5) Business Days following Days), as the case may be, (such prepayments to be applied as set forth in Section 2.03(c)); provided, however, that, such Net Cash Proceeds shall not be required to be so applied until the aggregate amount of Net Cash Proceeds derived from all such Dispositions is equal to or greater than US$10,000,000 (or its equivalent in any other currency). (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests, including the issuance of any Equity Interest upon the conversion or exchange of any security constituting debt that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 2.03(c)). (iii) Upon the incurrence or issuance by the Borrower or any of such its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 and the Colombian Peso Takeout Facility), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. The Proceeds received therefrom immediately upon receipt thereof by the Borrower shall or promptly upon receipt thereof by such Subsidiary (and not later than and, in any event, within five (5) Business Days following receipt thereofDays), as the case may be, (such prepayments to be applied as set forth in Section 2.03(c)). (iv) notify Upon the Administrative Agent of the receipt incurrence or issuance by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation its Subsidiaries of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itColombian Peso Takeout Facility, the Borrower shall pay prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause Section 2.03(c)). (v) Upon any amounts due Extraordinary Receipts received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clauses (i), (ii) or (iv) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Extraordinary Receipts received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 2.03(c)); provided, however, that, such Extraordinary Receipts shall not be required to be so applied until the aggregate amount of all Extraordinary Receipts is equal to or greater than US$10,000,000 (or its equivalent in any other currency) or if any such Extraordinary Receipts have been reinvested within twelve (12) months of receipt thereof in long-term productive assets of the general type used in the business of the Loan Parties (or for which a binding written commitment to reinvest in long-term productive assets within twelve (12) months of the date of such commitment has been entered into within the four-month period following such Extraordinary Receipts). The Borrower shall deliver a certificate signed by a Responsible Officer to the Lenders as Administrative Agent if it elects to apply Extraordinary Receipts to be reinvested, setting forth in reasonable detail the proposed uses of such Extraordinary Receipts. Notwithstanding anything else herein to the contrary, if any prepayment of Loans, other than a result thereof prepayment under Section 2.03(b)(ii), would cause the outstanding principal amount of the Loans to be less than $300,000,000, the Borrower shall concurrently with such prepayment, prepay the entire principal amount of Loans then outstanding. In connection with any prepayment pursuant to this Section 2.172.03, the Borrower shall notify the Administrative Agent in writing of such event and the date of such repayment at least three (3) Business Days prior to such repayment date (which notice shall provide instructions in respect of required application under clause (c) below).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), or (g)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount 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 (v) below); provided, however, that, with respect to any Net Cash Proceeds realized in connection with a Disposition described in this Section 2.05(b)(i), so long as no Event of Default shall have occurred and be continuing at any time during either 270 day period referred to below, at the election of the Borrower made in good faith (as notified in writing by the Borrower to the Administrative Agent prior to the date a mandatory prepayment of the Loans would otherwise be required hereunder), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets (other than current assets) used or useful in the business of any Loan Party so long as within 270 days after the receipt of such Net Cash Proceeds, such Loan Party or such Subsidiary shall have either made such reinvestment or entered into a binding agreement to make such reinvestment and, if such binding agreement is entered into within such 270 day period, such reinvestment actually occurs within 270 days following the date such Loan Party or such Subsidiary entered into such binding agreement; and provided further, however, that if any Net Cash Proceeds are not later than five so reinvested in accordance with the terms hereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such uninvested Net Cash Proceeds within two (52) Business Days following the expiration of the initial 270 day period, or, if a binding agreement was entered into during such initial period, the next 270 day period (such prepayments to be applied as set forth in clauses (vi) below). (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 7.02), 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 Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Upon any Insurance Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clauses (i) or (ii) of this Section 2.05(b), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, so long as no Event of Default shall have occurred and be continuing at any time during either 270 day period referred to below, with respect to any Net Cash Proceeds realized in connection with the receipt of Insurance Receipts described in this Section 2.05(b)(iii), at the election of the Borrower made in good faith (as notified in writing by the Borrower to the Administrative Agent prior to the date a mandatory prepayment of the Loans would otherwise be required hereunder), such Loan Party or such Subsidiary may apply such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received or other assets used or useful in the business (other than current assets) so long as within 270 days after the receipt of such Net Cash Proceeds. The , such Loan Party or such Subsidiary shall have either replaced or repaired such equipment, fixed asset or real property or entered into a binding agreement to replace or repair such assets and if such binding agreement is entered into within such 270 day period, such repair or replacement actually occurs within 270 days following the date of such Loan Party or such Subsidiary’s commitment under such binding agreement; and provided further, however, that if any Net Cash Proceeds are not so applied in accordance with the terms hereof, the Borrower shall promptly prepay an aggregate principal amount of Loans equal to 100% of such unapplied Net Cash Proceeds within two (and not later than five (52) Business Days following receipt thereof) notify the Administrative Agent expiration of the receipt by initial 270 day period, or if a binding agreement to repair or replace such asset was entered into during such initial period, the Borrower or next 180 day period (such prepayments to be applied as set forth in clauses (vi) below). (iv) At any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of time that the Net Cash Proceeds. Each prepayment Position is a positive amount and Sweep Plus Loans are outstanding, the Sweep Plus Loans shall be repaid as provided in Section 2.04(c). (v) If for any reason the Total Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Sweep Plus Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of Loans under the Revolving Credit Facility made pursuant to this clause (b) Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Sweep Plus Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) and (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Sweep Plus Loans and Revolving Credit Loans outstanding at such time and the aggregate principal Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any accrued but unpaid interest with respect Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Amounts to be applied as provided in this clause (vi) to the 364-Day Tranche prepayment of the Revolving Credit Facility shall be applied first to reduce outstanding Base Rate Loans before being and thereafter shall be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any outstanding Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Rate Loans.

Mandatory. So long as (i) Upon the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder incurrence or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that issuance by the Borrower or any of its Restricted Subsidiaries receives of any Net Cash Proceeds arising from any Debt IssuanceIndebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (except Credit Agreement Refinancing Indebtedness)), then the Borrower shall prepay the Loans hereunder in (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of the gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Net Cash Proceeds not later than five (5) Indebtedness less all reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith, within one Business Days Day following the receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (iii) and (v) below). (ii) [reserved]; (iii) Subject to the next sentence, each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) (excluding clause (b)(iv) following) shall be applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated pro rata as among the Term Loans and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby and to scheduled amortization payments in direct order of maturity), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (v) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower; provided that any repayment required pursuant to clause (b)(i) shall be applied ratably to the Term Loans and amounts outstanding under the Revolving Credit Facility. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Joinder Agreement (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Joinder Agreement), each prepayment pursuant to this Section 2.05(b) shall be applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Cash ProceedsProceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). The Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time (including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with respect thereto), the Borrower shall promptly immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (and not later other than five the L/C Borrowings) (5) Business Days following receipt in an aggregate amount equal to 105% of the face amount thereof) notify in an aggregate amount sufficient to reduce the Administrative Agent Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of L/C Obligations to the Letter of Credit Sublimit. (v) Prepayments of the receipt Revolving Credit Facilities made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any Subsidiaryother Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans. Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Term Loans and Revolving Credit Loans shall be applied, as applicable, of first to reduce outstanding Base Rate Loans and any amounts remaining after such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) application shall be applied as directed by the Borrower to ratably prepay Eurodollar Rate Loans and Term SOFR Loans. (vi) In the event that there are any Term Loans outstanding, each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to any mandatory prepayment provisions relating to asset sale proceeds, excess cash flow, insurance proceeds or condemnation proceeds set forth in full any Joinder Agreement pursuant to which any Incremental Term Loan Commitments are established or any Incremental Term Loans are made, to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the aggregate principal total amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day such mandatory prepayment of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Term Loans.

Mandatory. So long as (i) Upon the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that Disposition by the Borrower or any of its Subsidiaries receives of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (f)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (vii) Business Days following 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 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 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 operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party) and so long as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is 2.50 to 1.00 or greater as of the fiscal quarter most recently ended prior to the receipt of such Net Cash Proceeds from the issuance of such Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary of (such Net Cash Proceeds. The Borrower shall promptly prepayments to be applied as set forth in clause (and not later than five vii) below). (5iii) Business Days following receipt thereof) notify Upon the Administrative Agent of the receipt incurrence or issuance by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case its Subsidiaries of any Eurodollar Loans that are prepaid on any day Indebtedness (other than the last day of the Interest Period applicable Indebtedness expressly permitted to itbe incurred or issued pursuant to Section 7.02), the Borrower shall pay any amounts due prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Lenders Borrower or such Subsidiary (such prepayments to be applied as a result thereof pursuant to Section 2.17set forth in clause (vii) below).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), or (b)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than within five (5) Business Days following upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), such Net Cash Proceeds will be deposited in an account of a Loan Party with the Administrative Agent and, 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 or 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 operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than the issuance of common stock upon the exercise of stock options held by employees and directors of the Borrower), 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 Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below). (iii) Upon the incurrence or issuance by the Borrower or any of such its Subsidiaries of any Indebtedness (other than Indebtedness 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. The Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below). (iv) Upon any Extraordinary Receipt above an aggregate amount of $1,500,000 during any fiscal year, received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall promptly (and not later than prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five (5) Business Days following upon receipt thereof) notify the Administrative Agent of the receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any Subsidiaryproceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as applicable, notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such notice Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Loans as set forth in this Section 2.05(b)(v). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied applied, first, ratably to each of the Term Facility and the Amortizing Revolver Borrowings and to the prepayment principal repayment installments thereof in full inverse order of the aggregate principal amount and any accrued but unpaid interest with respect maturity and, second, to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, Revolving Credit Facility in the case manner set forth in clause (ix) of any Eurodollar Loans that are prepaid on any day other than this Section 2.05(b). (vi) If as of the last day of any fiscal quarter the Interest Period applicable to itaggregate outstanding principal amount of the Revolving Credit Loans, excluding the aggregate outstanding principal amount of the Amortizing Revolver Borrowings, exceeds the Borrower’s Working Capital, the Borrower shall pay any will within five (5) Business Days repay the Revolving Credit Notes, without penalty or premium (other than the amounts due under Section 2.4 or Section 2.5, if applicable), in an amount necessary to cause the Lenders outstanding principal amount of the Revolving Credit Loans, excluding the aggregate outstanding principal amount of the Amortizing Revolver Borrowings, not to exceed the Borrower’s Working Capital as a result thereof pursuant to Section 2.17of the last day of such fiscal quarter.

Mandatory. So long as (i) Upon the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder incurrence or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that issuance by the Borrower or any of its Restricted Subsidiaries receives of any Net Cash Proceeds arising from any Debt IssuanceIndebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (except Credit Agreement Refinancing Indebtedness)), then the Borrower shall prepay the Loans hereunder in (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of the gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Net Cash Proceeds not later than five (5) Indebtedness less all reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith, within one Business Days Day following the receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (iii) and (v) below). (ii) [reserved]; (iii) Subject to the next sentence, each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated pro rata as among the Term Loans and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby and to scheduled amortization payments in direct order of maturity), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (v) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Joinder Agreement (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Joinder Agreement), each prepayment pursuant to this Section 2.05(b) shall be applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Cash ProceedsProceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). The Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time (including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with respect thereto), the Borrower shall promptly immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (and not later other than five the L/C Borrowings) (5) Business Days following receipt in an aggregate amount equal to 105% of the face amount thereof) notify in an aggregate amount sufficient to reduce the Administrative Agent Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of L/C Obligations to the Letter of Credit Sublimit. If for any reason the Outstanding Amount of Swing Line Loans at any time exceeds the Swing Line Sublimit at such time, the Borrower shall immediately prepay Swing Line Loans in an aggregate amount sufficient to reduce the Outstanding Amount of Swing Line Loans to the Swing Line Sublimit. (v) Prepayments of the receipt Revolving Credit Facilities made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any Subsidiaryother Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans. Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Term Loans and Revolving Credit Loans shall be applied, as applicable, of first to reduce outstanding Base Rate Loans and any amounts remaining after such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) application shall be applied as directed by the Borrower to prepay Eurodollar Rate Loans, RFR Loans or CDOR Rate Loans. (vi) In the event that there are any Term Loans outstanding, each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to any mandatory prepayment provisions relating to asset sale proceeds, excess cash flow, insurance proceeds or condemnation proceeds set forth in full any Joinder Agreement pursuant to which any Incremental Term Loan Commitments are established or any Incremental Term Loans are made), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one (1) Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the aggregate principal total amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day such mandatory prepayment of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Term Loans.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.04(a), (b), (c), (d), (e), (f), (h), (i) and (j) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) within three Business Days following after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) 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 receipt election of the Borrower (as notified by the Borrower to the Administrative Agent within 90 days after or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds. The Borrower , such purchase shall promptly have been consummated, or the Borrowers or such Subsidiary shall have committed to such purchase in writing (and not later than five (5) Business Days following the resulting purchase is consummated within 270 days after receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds and not subject to such notice written agreement or so reinvested shall be accompanied by a reasonably detailed calculation applied to the prepayment of the Loans within 30 days of receipt thereof (or termination of such written agreement without consummation of purchase) as set forth in this Section 2.05(b)(i). (ii) Upon the sale or issuance by the Borrower of any of its Equity Interests (other than Excluded Equity Issuances), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. Proceeds received therefrom within three Business Days after receipt thereof by the Borrower (such prepayments to be applied as set forth in clause (iv) below). (iii) Upon the incurrence or issuance by the Borrower of any Indebtedness (other than Excluded Debt Issuances), 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 receipt thereof by the Borrower (such prepayments to be applied as set forth in clause (iv) below). (iv) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied to the prepayment in full Loans of the aggregate principal amount and any accrued but unpaid interest Lenders in accordance with respect their respective Applicable Percentages. Each mandatory prepayment of Loans shall be applied to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees remaining Scheduled Term Loan Installments on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17pro rata basis.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding If any Loan Party Disposes of any loans thereunder property or assets (iiother than any Disposition of any property permitted by Section 7.05(a) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, through Section 7.05(i)) which results in the event that the Borrower or any realization by such Person of its Subsidiaries receives any Net Cash Proceeds arising or such Loan Party receives Net Cash Proceeds from any Debt Issuanceinsurance or condemnation proceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five in excess of $250,000 per occurrence or $1,000,000 (5in the aggregate for such Net Cash Proceeds during the term of this Agreement) Business Days following upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(i), at the receipt election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Subsidiary Disposition or receipt of insurance or condemnation proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the receipt of such Net Cash Proceeds. The , such purchase shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (i) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall promptly prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (v) and (vii) below). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not later than five otherwise included in clause (5i) Business Days following or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom in excess of $250,000 per occurrence or $1,000,000 (in the aggregate for such Net Cash Proceeds during the term of this Agreement) immediately upon receipt thereofthereof by such Person (such prepayments to be applied as set forth in clauses (v) notify and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of the receipt by the Borrower of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds and in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such notice shall be accompanied by a reasonably detailed calculation proceeds) after the receipt of the such Net Cash Proceeds, such purchase shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii). (iii) [Intentionally omitted]. (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facility (and the principal installments thereof on a pro rata basis) and second to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) (without a reduction of the aggregate commitments thereunder). Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (vii) Amounts to be applied as provided in this Section 2.05(b) to the prepayment in full of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being Borrower, be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Eurodollar Rate Loans and of such Class immediately and/or shall be accompanied by accrued interest and fees on deposited in a separate Prepayment Account for the amount prepaid to the date fixed for prepayment, plus, Loans of such Class. The Administrative Agent shall apply any cash deposited in the case Prepayment Account for any Class of any Loans to prepay Eurodollar Rate Loans that are prepaid of such Class on any day other than the last day of their respective Interest Periods (or, at the Interest Period applicable to itdirection of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall pay have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.05(b). The Prepayment Accounts shall not bear interest. If the maturity of the Loans has been accelerated pursuant Section 8.02, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any amounts due of the Obligations in accordance with Section 8.03. The Borrower hereby pledges and assigns to the Lenders as a result thereof pursuant Administrative Agent, for the benefit of the Secured Parties and to Section 2.17secure the Obligations, each Prepayment Account so established.

Mandatory. So long as (i) If the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Company or any of its Restricted Subsidiaries receives (A) Disposes of any property (other than any Disposition deemed to have resulted from a redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary under 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 arising from any Debt IssuanceProceeds, then the Borrower Company shall prepay the prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not later than five been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $75,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (5) Business Days following as notified by the Company to the Administrative Agent on or prior to the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower ), and so long as no Event of Default shall promptly (have occurred and not later than five (5) Business Days following receipt thereof) notify be continuing, the Administrative Agent of the receipt by the Borrower Company or such Restricted Subsidiary may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds and in operating assets so long as within 365 days after the receipt of such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. , such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); 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 2.04(b)(i). (ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company 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 Restricted Subsidiary. (iii) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.04(b) shall be applied applied, first, ratably to each of the Term Facilities and to the prepayment principal repayment installments thereof on a pro-rata basis (except as otherwise provided in full clause (vii) of this Section 2.04(b)) and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (iv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate principal amount and any accrued but unpaid interest with respect of Net Cash Proceeds required by such clause to the 364-Day Tranche Loans before being be applied to prepay Loans on such date is less than or equal to $75,000,000, the Company may defer such prepayment until the first date on which the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day Net Cash Proceeds or other than the last day amounts otherwise required under clause (i) or (ii) of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.this

Mandatory. So long (A) Upon the occurrence of any Casualty Events (each such Casualty Event, a “Relevant Transaction”), the Borrower shall (1) give written notice to the Lender thereof promptly after the date of receipt of any Net Cash Proceeds resulting from such Relevant Transaction and (2) except to the extent the Borrower elects in such notice (as determined by the Borrower in its sole discretion) to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(i)(B), the Borrower shall, prepay an aggregate principal amount of Term (B) With respect to any Net Cash Proceeds realized or received with respect to any Relevant Transaction, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds (i) in assets that replace the commitments in respect of each of assets subject to the Bridge Facilities have been terminated without the funding of any loans thereunder Relevant Transaction, or (ii) the loans in long-term assets that are not classified as current assets under GAAP and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, that are used or useful in the event business of the Borrower and its Subsidiaries within one hundred thirty-five (135) days following receipt of such Net Cash Proceeds; provided, however, that if any of such Net Cash Proceeds are no longer intended to be so reinvested at any time after the occurrence of the Relevant Transaction, then an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in Section 2.03(b)(i)(A); provided, further, that, to the extent the assets subject to the Relevant Transaction were Xxxxxx Priority Collateral, the Net Cash Proceeds thereof reinvested pursuant to this clause (B) shall be invested in assets constituting Collateral that is Xxxxxx Priority Collateral. (ii) Upon the incurrence or issuance by the Borrower or any Subsidiary of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceIndebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, then the Borrower shall prepay the Loans hereunder Term Loans, in each case in an amount equal to 100% of such all Net Cash Proceeds not later than five (5) Business Days following the received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in 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 Subsidiaries receives any Domestic Subsidiary, the Borrower shall, within five Business Days after such Net Cash Proceeds arising from any Debt Issuanceare received, then pay or cause to be paid to the Borrower shall prepay Administrative Agent for the Loans hereunder account of the Lender Parties an aggregate principal amount of the Advances comprising part of the same Borrowing, in an aggregate amount equal to 100% of such Net Cash Proceeds not later than five Proceeds, provided that, in the case of any event described in clause (5a) Business Days following or (c) of the receipt by the Borrower or such Subsidiary definition of such “Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by ”, if the Borrower or any Subsidiary, as applicable, Subsidiary applies the Net Cash Proceeds from such event (or a portion thereof) (i) within 365 days after receipt of such Net Cash Proceeds and (ii) at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries ( provided that, the Borrower has delivered to the Administrative Agent within five Business Days after such notice Net Cash Proceeds are received a certificate of a Responsible Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be accompanied by a reasonably detailed calculation required pursuant to this paragraph in respect of the Net Cash ProceedsProceeds in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365 days (or, if committed during such 365 days to be so applied, within 180 days of the end of such 365 days), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. Each such prepayment shall be applied to the installments of Loans Term Facility pro rata. (ii) All prepayments under this clause subsection (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest made together with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepaymentof such prepayment on the principal amount prepaid, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay together with any amounts due to the Lenders as a result thereof owing pursuant to Section 2.172.11 and Section 10.04(c).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property (including any Disposition made under Section 7.05(f) but excluding any other Disposition permitted under Section 7.05) which results in the realization by such Person of Net Cash Proceeds arising from any Debt Issuancein excess of $15,000,000 in the aggregate for all such Dispositions, then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to the lesser of (A) 100% of such Net Cash Proceeds not later than five and (5B) Business Days following 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 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 Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated or a letter of intent or purchase agreement 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, that any Net Cash Proceeds not subject to such agreement or letter or 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 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 Net Cash Proceeds. The Borrower shall promptly prepayments to be applied as set forth in clause (and not later than five iii) below). (5iii) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under pursuant to the foregoing subclauses (i) — (ii) of this clause (bSection 2.05(b) shall be applied to the prepayment Term Facility and to the regular amortization principal repayment installments thereof on a pro-rata basis. Subject to Section 2.15, such prepayments shall be paid to the Term Lenders in full accordance with their respective Applicable Percentages in respect of the aggregate principal amount and Term Facility. (iv) If for any accrued but unpaid interest with respect to reason the 364-Day Tranche Loans before being applied to prepay Total Revolving Credit Outstandings at any time exceed the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itRevolving Credit Facility at such time, the Borrower shall pay any amounts due immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. (v) Except as otherwise provided in Section 2.15, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the Lenders L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as a result thereof pursuant Cash Collateral shall be applied (without any further action by or notice to Section 2.17or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. So long as (i) In the commitments in respect of event and on each date that the aggregate amount of the Bridge Revolving Exposures exceeds an amount equal to (A) the lesser of (1) the aggregate Commitments at such time, (2) the Borrowing Base at such time and (3) the Facilities Reduction Amount at such time, minus (B) the Availability Block, minus (C) the Specified Reserves, plus (D) the Overadvance Maximum Amount at such time, plus (E) the Special Agent Loan Maximum Amount at such time, the Borrower shall: first, repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and second, after all Revolving Borrowings and Swingline Loans have been terminated without repaid in full, deposit cash collateral in an account with the funding Collateral Agent pursuant to Section 2.03(l), in an aggregate amount equal to such excess. Notwithstanding the foregoing, in the case of any loans thereunder repayment or prepayment required to be made pursuant to this paragraph due to (x) a reduction by the Administrative Agent of the Overadvance Maximum Amount or the Special Agent Loan Maximum Amount or (y) the Borrowing Base in effect at any time, as determined by the Administrative Agent, being less than the amount set forth as the “Borrowing Base” in the Borrowing Base Certificate most recently delivered by the Borrower prior to such time pursuant to Section 2.15(a), 4.01(a)(xi) or 6.17(a) (other than, in the case of clause (y), as a result of any Designated Subsidiary ceasing to be such pursuant to Section 2.15(b) or the consummation of any Disposition), the Borrower shall not be required to make any repayment or prepayment pursuant to this paragraph until the fifth Business Day after the date of notice of such reduction, or of such deficiency, to the Borrower by the Administrative Agent. Any repayment or prepayment made pursuant to this paragraph shall not, in itself, result in a reduction of any Commitment. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any Net Cash Proceeds arising from any Debt IssuanceABL Collateral in a Disposition referred to in Section 7.05(g), then 7.05(h) or 7.05(i), the Borrower shall prepay repay the Loans hereunder in an amount equal to 100% the lesser of such (A) the unpaid principal amount of all outstanding Loans and all interest accrued and unpaid thereon and (B) the sum of (1) the Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest received with respect to ABL Collateral as a result of any such Disposition and (2) the 364amount of any non-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest cash proceeds received with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusABL Collateral as a result of any such Disposition valued, in the case of Indebtedness, at par. Any repayment or prepayment under this paragraph shall be made at such time as shall be determined by the Borrower; provided, that, with respect to any Net Cash Proceeds required to be applied to any such repayment or prepayment, such repayment or prepayment shall be made prior to the time when such Net Cash Proceeds would otherwise become “Excess Proceeds” under and as defined in the New Indenture (or any other indenture governing any Indebtedness of the Borrower), or would otherwise become subject to the requirement that they be applied to make an offer to purchase the New Subordinated Notes (or any refinancing Indebtedness in respect thereof). (iii) Notwithstanding any of the foregoing provisions of this Section 2.06(b) (but subject to the proviso set forth in paragraph (b)(ii) above), with respect to any prepayment of Eurodollar Rate Loans that are prepaid required to be made hereunder, the Borrower in its sole discretion may, in lieu of prepaying such Loans on the date due, deposit, no later than such date due, into a Cash Collateral Account an amount in cash equal to the amount of such required prepayment (including any day accrued interest). The Administrative Agent is hereby authorized and directed (without any further action by or notice to or from the Borrower or any other than Loan Party) to apply the amounts so deposited to the prepayment of such Loans and accrued interest thereon in accordance with this Section 2.06(b) on the last day of the applicable Interest Period applicable to it(or, if earlier, the Borrower date on which an Event of Default shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17have occurred and is continuing).

Mandatory. So long as (i) The aggregate Three-Year Commitments shall be automatically and permanently terminated upon the commitments in respect earlier to occur of each of the Bridge Facilities have been terminated without (A) the funding of any loans thereunder or the Three-Year Term Loans on the Closing Date and (B) the Outside Date. The aggregate Five-Year Commitments shall be automatically and permanently terminated upon the earlier to occur of (A) the funding of the Five-Year Term Loans on the Closing Date and (B) the Outside Date. (ii) the loans [Reserved]. (iii) [Reserved]. (iv) The Aggregate Commitments also shall be automatically and any accrued interestpermanently reduced, fees and other obligations under the Bridge Facilities have been paid in fulldollar-for-dollar, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in by an amount equal to 100% of such Net Cash Proceeds not later any reduction to the purchase price in respect of the Closing Date Acquisition on or prior to the Closing Date (other than five any decrease in the purchase price in respect of the Closing Date Acquisition pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement (5as in effect on July 24, 2022)) Business Days following immediately upon the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. effectiveness thereof. (v) The Borrower shall Company will promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in writing upon the occurrence of any event described in the foregoing clauses (ii), (iii) or (iv) of this Section 2.06(b) giving rise to a reduction in the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any reduction of the receipt by the Borrower Aggregate Commitments under clauses (ii), (iii) or any Subsidiary, as applicable, (iv) of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation this Section 2.06(b). Each reduction of the Net Cash Proceeds. Each prepayment Aggregate Commitments pursuant to the foregoing provisions of Loans under this clause (bSection 2.06(b) shall be applied to the prepayment in full Three-Year Term Loan Facility and the Five-Year Term Loan Facility, as directed by the Company. Any reduction of the aggregate principal amount and Commitments in respect of any accrued but unpaid interest with respect Facility pursuant to this Section 2.06(b) shall be applied to the 364-Day Tranche Loans before being applied Commitment of each Lender in respect of such Facility according to prepay the aggregate principal amount and any accrued but unpaid interest with its Applicable Percentage in respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17such Facility.

Mandatory. So long as (ia) Prior to the commitments in respect of each of the Interim Bridge Facilities have been terminated without the funding of any loans thereunder or Loan Maturity Date, if (iix) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or 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 such Restricted Subsidiary of such Net Proceeds, subject to Section 2.03(2)(b) and clauses (2)(e) and (f) of this Section 2.03(2), an aggregate principal amount of Interim Bridge Loans equal to 100% of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.03(2)(a) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its Subsidiaries receives intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.03(2)(b); provided further that (i) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Cash Proceeds arising from any Debt Issuancepursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Interim Bridge Loans pursuant to this Section 2.03(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Interim Bridge Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Interim Bridge Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Interim Bridge Loans that would have otherwise been required pursuant to this Section 2.03(2)(a) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Interim Bridge Loans to the extent required in accordance with the terms of this Section 2.03(2)(a)); and (ii) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, 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 Interim Bridge Loans hereunder to the extent required in accordance with the terms of this Section 2.03(2)(a). (b) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) eighteen (18) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (e) and (f) of this Section 2.03(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Interim Bridge Loans as set forth in this Section 2.03. (c) Prior to the Interim Bridge Loan Maturity Date, if the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Interim Bridge Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. Prior to the Interim Bridge Loan Maturity Date, no later than three Business Days following the receipt of any Net Proceeds of any public issuance of Equity Interests or equity contribution to the Borrower (other than equity contributed pursuant to employee stock plans, or equity issued to fund the Transactions), the Borrower shall make prepayments of the Interim Bridge Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds not Proceeds. (d) Not later than five (5) three Business Days following the receipt by of any Net Proceeds from the issuance of any Permanent Notes or any sale or issuance of any other Indebtedness issued or borrowed to refinance the Interim Bridge Loans pursuant to a Permanent Securities Notice, the Borrower or such Subsidiary shall make prepayments in an aggregate principal amount equal to 100% of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt Proceeds received by the Borrower or any Subsidiaryof its Subsidiaries. (e) Notwithstanding any term of this Agreement, as applicable, no prepayment of Loans (except in the event Permanent Notes are issued) will be required pursuant to clauses (a) or (b) above to the extent that any such Net Proceeds are required to be applied (and are actually so applied) in prepayment of amounts outstanding under the Senior Credit Facilities. (f) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (a) through (c) of this Section 2.03(2) at least three (3) Business Days prior to the date of such Net Cash Proceeds and prepayment (provided that, in the case of clause (c) of this Section 2.03(2), the Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the Loans or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (g) Notwithstanding any other provisions of this Section 2.03(2), (A) to the extent that any or all of the Net Cash Proceeds. Each Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.03(2)(a) (a “Foreign Asset Sale”) or the Net Proceeds of Loans under this clause any Casualty Event from a Foreign Subsidiary (ba “Foreign Casualty Event”) shall are prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the prepayment times provided in full this Section 2.03(2) so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, an amount equal to such Net Proceeds permitted to be repatriated will be promptly (and in any event not later than two (2) Business Days after any such repatriation) applied (net of additional taxes that are or would be payable or reserved against as a result thereof) to the repayment of the aggregate principal amount Loans pursuant to this Section 2.03(2) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any accrued but unpaid interest of or all the Net Proceeds of any Foreign Asset Sale or Foreign Casualty Event would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds, an amount equal to the 364-Day Tranche Loans before being Net Proceeds so affected will not be required to be applied to prepay repay Loans at the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and times provided in this Section 2.03(2). (h) All prepayments under this Section 2.03 shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepaymentthereon, plustogether with, in the case of any Eurodollar such prepayment of a LIBO Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such LIBO Rate Loan pursuant to Section 3.05. (i) Notwithstanding any of the other provisions of this Section 2.03, so long as no Event of Default shall have occurred and be continuing, if any prepayment of LIBO Rate Loans that are prepaid on any day other than is required to be made under this Section 2.03 prior to the last day of the Interest Period applicable therefor, in lieu of making any payment pursuant to itthis Section 2.03 in respect of any such LIBO Rate Loan prior to the last day of the Interest Period therefor, the Borrower shall pay may, in its discretion, deposit an amount sufficient to make any amounts due such prepayment otherwise required to be made thereunder together with accrued interest to the Lenders as last day of such Interest Period into a result thereof pursuant cash collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.172.03. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.03. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that Within ten Business Days after receipt by the Borrower or any Restricted Subsidiary of its Subsidiaries receives any Net Cash Available Proceeds arising from any Debt IssuanceAsset Sale or series of related Asset Sales permitted by Section 8.01(d), then (m), (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 Loans hereunder 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 an aggregate amount equal to 100% of such Net Cash Available Proceeds not later than five (5with any prepayments of the 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 business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Asset Sale or (y) if the 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 be immediately applied to the prepayment of such Net Cash Proceeds. The Borrower shall promptly the Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). (and not later than five (5ii) Business Days following receipt thereof) notify the Administrative Agent of Within ten days after the receipt by the Borrower or any SubsidiaryRestricted Subsidiary of any Net Available Proceeds from any Debt Issuance or incurrence of Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Available Proceeds (such prepayments to be applied as applicableset forth in clauses (iv) and (vi) below). (iii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds of any Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, that, with respect to any Net Available Proceeds realized with respect to any such Casualty Event, (A) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of receipt of such Net Cash Available Proceeds of such Casualty Event), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such notice Net Available Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Casualty Event or (y) if the 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; and 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 such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrower and its Restricted Subsidiaries are required to apply any such Net Available Proceeds under the applicable Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided however, that any Net Available Proceeds not subject to any such requirements under the applicable Master Lease, or that are subsequently released from such use, shall be immediately applied to the prepayment of the Loans as otherwise set forth in this Section 2.04(b)(iii). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied first (a) ratably to each Class of Term Loans (or, in the case of New Term Loans, Extended Term Loans and Other Term Loans, on a less than pro rata basis if elected in the applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment) and (b) (x) for the Term A Loans, to the principal repayment installments thereof on a pro rata basis, (y) for the Term B Loans, to the principal repayment installments thereof in forward order of maturity and (z) for any other Class of Term Loans, as set forth for such Class in the applicable Extension Amendment, Refinancing Amendment or Incremental Joinder Agreement and second, to the Revolving Facility in the manner set forth in clause (vi) below; provided that, notwithstanding the foregoing, each prepayment pursuant to Section 2.04(b)(ii) above with the proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayment of the Term B Facility on or prior to the first anniversary of the Closing Date pursuant to Section 2.04(b)(ii) in connection with a Repricing Event described in clause (i) of the definition thereof shall be accompanied by a reasonably detailed calculation the payment of the Net fee described in Section 2.08(c). (v) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Proceeds. Each prepayment Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of Loans under the Revolving Facility made pursuant to this clause (b) Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Facility required pursuant to clauses (i), (ii) or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and the aggregate principal Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount and being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of their business. Upon the drawing of any accrued but unpaid interest with respect to Letter of Credit that has been Cash Collateralized, the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on the amount prepaid or notice to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, or from the Borrower shall pay or any amounts due other Loan Party) to reimburse the Lenders applicable L/C Issuer or the Revolving Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (ii)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 commitments realization or receipt by Parent or such Restricted Subsidiary of Net Proceeds in respect excess of each $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 Bridge Facilities have been terminated without the funding of any loans thereunder realization or (ii) the loans and any accrued interestreceipt by Parent, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the such Borrower or any Restricted Subsidiary of its Subsidiaries receives any such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate amount of Term Loans hereunder 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 Cash Proceeds not later than five on a pro rata basis (5) Business Days following determined on the receipt by basis of the Borrower or aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such Subsidiary time; provided, that the portion of such Net Cash Proceeds. The Borrower 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 not later than five in any event within ten (510) Business Days following receipt thereof) notify after the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and such notice shall rejection) be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount 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 2.05(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 accrued but unpaid interest with respect to the 18-Month Tranche Loans and such remaining portion shall be accompanied by accrued interest and fees on the amount prepaid applied pursuant to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day this Section 2.05(b)(i) as of the Interest Period applicable end of such six (6) month extension, or, if such contract is terminated or expires after the end of the initial twelve (12) month period, on date of such termination or expiry without giving effect to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17this proviso).

Mandatory. So long as (i) The Borrower shall from time to time prepay the commitments Revolving Loans to the extent necessary so that the Total Utilization of Commitments shall not at any time exceed the Commitments then in effect; provided that, to the extent such excess amount is greater than the aggregate principal amount of Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Usage, as more particularly described in Section 2.04(l), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Usage by an equivalent amount. (ii) To the extent the Financial Covenants set forth in Section 8.01(b) and/or Section 8.01(c) are not satisfied as of any Measurement Date as set forth in any Compliance Certificate delivered in accordance with Section 6.02(a), the Borrower shall prepay the Revolving Loans in accordance with clause (iii) below within ten (10) Business Days of the date of delivery of such Compliance Certificate to the extent necessary such that the Financial Covenants set forth in Section 8.01(b) and/or Section 8.01(c) would, if recalculated to give Pro Forma Effect to such repayment, be satisfied as of such Measurement Date (or, if less, the remaining outstanding principal balance of the Facility) and, as long as such payment is made as of such date, no Default or Event of Default shall occur in respect of each such breach. (iii) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Bridge Facilities Loans pursuant to Section 2.07(b)(i) or Section 2.07(b)(ii) by 11:00 a.m. at least three Business Days prior to the date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 2.07(b)(i) or Section 2.07(b)(ii) (a “Prepayment Date”). Once given, such notice shall be irrevocable (provided that the Borrower may rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Facility or been terminated without made in connection with a Disposition, which refinancing or Disposition shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the funding Prepayment Date (except as otherwise provided in the last sentence of this Section 2.07(b)(iii)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Xxxxxx’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any loans thereunder or (ii) mandatory prepayment by giving notice of such election in writing to the loans Administrative Agent by 11:00 a.m., on the date that is one Business Day prior to such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Xxxxxx’s Pro Rata Share of the total amount of such mandatory prepayment of Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that Restricted Subsidiaries and/or applied by the Borrower or any of its the Restricted Subsidiaries receives in any Net Cash Proceeds arising from any Debt Issuance, then manner not inconsistent with the Borrower shall prepay the Loans hereunder in an amount equal to 100% terms of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Agreement.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved]. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If (x) the Borrower or any of its Subsidiaries receives Disposes of any Net Cash Proceeds arising from property or assets pursuant to Section 7.05 (other than, so long as the ABL Credit Agreement is in effect, any Debt IssuanceDisposition of Current Asset Collateral) or (y) any Casualty Event occurs (other than with respect to Current Asset Collateral so long as the ABL Facility is in effect), then which results in the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the realization or receipt by the Borrower or such Subsidiary of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is three (3) Business Days after the date of the realization or receipt of such Net Cash Proceeds. The Borrower shall promptly , subject to clause (and not later than five b)(v) of this Section 2.03, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds realized or received. (5iii) Business Days following receipt thereof) notify the Administrative Agent of the receipt by If the Borrower or any Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is thee (3) Business Days after the receipt of such Net Cash Proceeds. (iv) [Reserved]. (v) Notwithstanding any other provisions of this Section 2.03(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) giving rise to a prepayment event pursuant to Section 2.03(b)(ii) (a “Foreign Disposition”), as applicablethe Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Casualty Event”) are prohibited or delayed by applicable local 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 2.03(b) but may be retained by the applicable Foreign Subsidiary (or the applicable Domestic Subsidiary of a Foreign Subsidiary) so long as the applicable local law will not permit repatriation to the Borrower in the United States (the Borrower hereby agreeing to cause the applicable Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and the Borrower shall not be required to monitor any such prohibition or delay and/or reserve cash for future repatriation after the Borrower has notified the DIP Agent of the existence of such prohibition or delay and (B) to the extent that the Borrower has determined in good faith that repatriation to the Borrower in the United States of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have material adverse tax consequences (relative to the relevant Foreign Disposition or Foreign Casualty Event and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the portion of such Net Cash Proceeds so affected (the “Holdback Amount”) will not be required to be applied to repay Loans at the times provided herein and instead may be retained by the applicable Foreign Subsidiary (or the applicable Domestic Subsidiary of a Foreign Subsidiary), provided that, to the extent that within 12 months of the applicable prepayment event, the Borrower obtains actual knowledge that the repatriation of any Net Cash Proceeds from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition or Foreign Casualty Event ), such Foreign Subsidiary shall promptly repatriate an aggregate amount equal to the Holdback Amount to the DIP Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to Section 2.03(b)(iv) in accordance with Section 2.03(b). (vi) The Borrower shall notify the DIP Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clause (i) or (ii) of this Section 2.03(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full The DIP Agent will promptly notify each Lender of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day contents of the Interest Period applicable to it, Borrower’s prepayment notice and of such Xxxxxx’s Pro Rata Share of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17prepayment.

Mandatory. So long as (i) If the commitments Administrative Agent notifies the Borrower at any time that the Total Outstandings in respect of each Revolving Loans at such time exceed the Aggregate Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the Bridge Facilities have been terminated without the funding of any loans thereunder or Borrower shall prepay Revolving Loans in an aggregate principal amount at least equal to such excess. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from (including into escrow) of any Debt Issuanceincurrence, issuance, offering or placement of Indebtedness for borrowed money (other than Excluded Debt) or any issuance of equity securities or equity-linked securities (other than Excluded Equity), in each case on or after the Effective Date, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds shall be applied, not later than five (5) three Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds. , to prepay the Loans and permanently reduce the Commitments as set forth in Section 2.05(c). (iii) In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds (including cash equivalents) of any Prepayment Asset Sale (other than any such Net Cash Proceeds that are reinvested in the business within six months (or nine months, to the extent committed to be reinvested within six months) following receipt), then 100% of such Net Cash Proceeds shall be applied, not later than three Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds, to prepay the Loans and permanently reduce the Commitments as set forth in Section 2.05(c). (iv) The Borrower shall promptly (and not later than five (5) the third Business Days Day following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiaryor, as applicable, any of its Subsidiaries, of such Net Cash Proceeds referred to in clauses (ii) and (iii) above and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. So long as (i) the commitments in respect Subject to clause (iv) of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interestthis Section 2.03(b), fees and other obligations under the Bridge Facilities have been paid in full, in the event that 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 arising from any Debt Issuanceof casualty insurance or condemnation awards, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds (or in the case of a Restricted Subsidiary that is not later than five (5) Business Days following directly or indirectly wholly owned by the receipt Borrower, in such lesser amount of Net Cash Proceeds as are actually received by the Borrower or a wholly owned Restricted Subsidiary of the Borrower), 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 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 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 shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by , the Borrower or any Restricted Subsidiary, as applicable, has reinvested the Net Cash Proceeds into operating assets or (ii) where such Net Cash Proceeds have not been reinvested within 180 days after the receipt of such 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 the Administrative Agent); and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such notice Restricted Subsidiary may apply within 180 days after the receipt of such 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 provided that any Net Cash Proceeds referred to above in (x) or (y) to be so reinvested shall be accompanied by a reasonably detailed calculation of deposited in the Net Cash Proceeds. Each prepayment of Loans under this clause Collateral Account pending such reinvestment and, provided, further, that any amount referred to above in (bx) or (y) which is not so reinvested within the time specified therein shall be applied to the prepayment as set forth in full clause (iv) of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to this Section 2.172.03(b).

Mandatory. So long as (i) Upon the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder incurrence or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that issuance by the Borrower or any of its Restricted Subsidiaries receives of any Net Cash Proceeds arising from any Debt IssuanceIndebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (except Credit Agreement Refinancing Indebtedness)), then the Borrower shall prepay the Loans hereunder in (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of the gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Net Cash Proceeds not later than five (5) Indebtedness less all reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith, within one Business Days Day following the receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (iii) and (v) below). (ii) [reserved]; (iii) Subject to the next sentence, each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated pro rata as among the Term Loans and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby and to scheduled amortization payments in direct order of maturity), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (v) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Joinder Agreement (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Joinder Agreement), each prepayment pursuant to this Section 2.05(b) shall be applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Cash ProceedsProceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). The Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time (including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with respect thereto), the Borrower shall promptly immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (and not later other than five the L/C Borrowings) (5) Business Days following receipt in an aggregate amount equal to 105% of the face amount thereof) notify in an aggregate amount sufficient to reduce the Administrative Agent Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of L/C Obligations to the Letter of Credit Sublimit. If for any reason the Outstanding Amount of Swing Line Loans at any time exceeds the Swing Line Sublimit at such time, the Borrower shall immediately prepay Swing Line Loans in an aggregate amount sufficient to reduce the Outstanding Amount of Swing Line Loans to the Swing Line Sublimit. (v) Prepayments of the receipt Revolving Credit Facilities made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any Subsidiaryother Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans. Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Term Loans and Revolving Credit Loans shall be applied, as applicable, of first to reduce outstanding Base Rate Loans and any amounts remaining after such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) application shall be applied as directed by the Borrower to prepay Eurodollar Rate Loans or CDOR Rate Loans. (vi) In the event that there are any Term Loans outstanding, each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to any mandatory prepayment provisions relating to asset sale proceeds, excess cash flow, insurance proceeds or condemnation proceeds set forth in full any Joinder Agreement pursuant to which any Incremental Term Loan Commitments are established or any Incremental Term Loans are made), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one (1) Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the aggregate principal total amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day such mandatory prepayment of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Term Loans.

Mandatory. So long as (i) If the commitments in respect of each Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Bridge Facilities have been terminated without Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the funding 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 Administrative Agent may, at any loans thereunder or 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. (ii) If the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Company or any of its Subsidiaries receives Disposes of any property (including any Equity Interest in any Person) in accordance with and permitted by Section 7.02(b), (d) or (f) which results in the realization by such Person of Net Cash Proceeds (including, for the avoidance, any Net Cash Proceeds arising realized from the Technology Disposition but excluding any Debt IssuanceNet Cash Proceeds realized from a Permitted Sale and Leaseback Transaction under clause (a)(i) of the definition thereof), then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder and other Indebtedness as provided in an amount clause (b)(v) below equal to 100% of such Net Cash Proceeds not later received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below).. (iii) 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 case, pursuant to a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 3 Closing Date, the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below). (iv) Upon the issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than five any issuance of Capital Stock in connection with employee benefit arrangements), the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (5b)(v) below equal to 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below). (v) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, required to be applied in prepayment of the Loans and other Indebtedness pursuant to clauses (b)(ii), (b)(iii) and (b)(iv) above and clause (b)(vi) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent and applied, within three (3) Business Days following the of receipt by the Borrower (or such Subsidiary later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay and, as applicable, cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans and Letters of Credit outstanding hereunder, (b) Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that (x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be used to prepay and, as applicable, cash collateralize Loans and Letters of Credit outstanding under this Agreement, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (y) any portion of such proceeds allocated to Lenders under this Agreement or to lenders under the Existing Revolving Credit Agreement which exceeds the Applicable Outstandings under this Agreement or the Applicable Outstandings under and as defined in the Existing Revolving Credit Agreement, as applicable and as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”. (vi) If the Company or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Cash Proceeds. The Borrower shall promptly Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and not later than five applied as set forth in clause (5b)(v) Business Days following receipt thereof) notify above); provided that, if, prior to the date any such prepayment is required to be made, the Company notifies the Administrative Agent of the receipt by the Borrower its intention to reinvest all or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation portion of the Net Insurance/Condemnation Proceeds in assets used or useful in the business (other than cash or Cash Equivalents) of the Company or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds. Each ”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment of Loans under this clause (bb)(vi) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Loans and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such Eligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds. (vii) Any proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, available for prepayment and/or as Cash Collateral under this Agreement pursuant to clause (b)(v) above shall first be applied in prepayment of outstanding Loans hereunder and, to the extent the amount of such proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Borrowers shall use such remaining cash to collateralize any outstanding L/C Obligations as provided in Section 2.16. Any such Cash Collateral shall be applied provided to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect L/C Issuers on a pro rata basis by reference to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied uncollateralized L/C Obligations held by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17each such L/C Issuer.

Mandatory. So long as (i) If the commitments in respect of each Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Bridge Facilities have been terminated without Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the funding Borrowers 67484784_12 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 Administrative Agent may, at any loans thereunder or 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. (ii) If the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Company or any of its Subsidiaries receives 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 arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (b)(v) Business Days following below). (iii) Upon the receipt incurrence or issuance by the Borrower Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the Indebtedness incurred hereunder, in each 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 of (such Net Cash Proceeds. The Borrower shall promptly prepayments to be applied as set forth in clause (and not later than five b)(v) below). (5iv) Business Days following receipt thereof) notify Upon the Administrative Agent of the receipt sale or issuance by the Borrower Company or any Subsidiaryof its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), as applicable, the Borrowers shall prepay an aggregate principal amount of such Loans equal to 100% of all Net Cash Proceeds and received therefrom immediately upon receipt thereof by the Company or such notice shall Subsidiary (such prepayments to be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. applied as set forth in clause (b)(v) below). (v) Each prepayment pursuant to the foregoing provisions of Loans under this clause (bSection 2.05(b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, on the last day of each March, June, September and December and (y) in all other cases, promptly (but in any Eurodollar Loans that are prepaid event within 30 days upon such receipt of proceeds), to prepay on any day other than a pro rata basis based on outstanding balances under each of this Agreement, the Existing Revolving Credit Agreement, the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the Interest Period applicable to itfiscal 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 Agreement (on a pro rata basis), on the one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the Borrower shall pay any amounts due 67484784_12 holders of the NPA Notes (after giving effect to all offers of such proceeds to the Lenders as a result thereof pursuant other holders of the NPA Notes) shall be used to Section 2.17prepay Indebtedness in accordance with subsection (A).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds arising from any Debt Issuanceor (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), then the Borrower Company shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (ii) Business Days following 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 receipt election of the Company (as notified by the Borrower Company 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 such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds. The Borrower , such purchase shall promptly have been consummated (and not later than five (5) Business Days following receipt thereof) notify as certified by the Company in writing to the Administrative Agent of the receipt by the Borrower or Agent); and providedfurther, however, that any Subsidiary, as applicable, of such Net Cash Proceeds and such notice not so reinvested shall be accompanied by immediately applied to the prepayment (with a reasonably detailed calculation corresponding commitment reduction) of the Net Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Proceeds. Each prepayment of Loans under Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this clause (b) Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the aggregate principal Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and Aggregate Commitments shall be accompanied automatically and permanently reduced by accrued interest and fees on the amount prepaid to Reduction Amount as set forth in Section 2.06(b). Upon the date fixed for prepayment, plus, in the case drawing of any Eurodollar Loans Letter of Credit that are prepaid on any day other than the last day of the Interest Period applicable to ithas been Cash Collateralized, the Borrower funds held as Cash Collateral shall pay be applied (without any amounts due further action by or notice to or from the Lenders Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as Subject to Section 2.07(fg), (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of if any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives disposes of any property (other than (x) any Disposition of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse 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 arising from in the aggregate for all such dispositions in excess of $50,000,000 in any Debt IssuanceFiscal Year (excluding any portion thereof that is reinvested as provided below), then the Borrower Borrowers shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days following 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 receipt election of either the US Borrower or the European Borrower (as notified by such Borrower to the Borrower 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 such 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. The Borrower , such purchase shall promptly have been consummated (and or, if the Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not later than five (5) Business Days so reinvested within 18 months following the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds and such notice not so reinvested shall be accompanied by a reasonably detailed calculation immediately subject to prepayment of the Net Cash Proceeds. Each prepayment of Term Loans under as set forth in this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.172.05(b)(i).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Restricted Subsidiaries receives consummates any Asset Sale or Asset Swap (to the extent cash proceeds are received) which in the aggregate results in the realization by the Borrower or such Restricted Subsidiary of Net Cash Asset Sale Proceeds arising from any Debt Issuance(determined as of the date of such Asset Sale or Asset Swap, whether or not such Net Asset Sale Proceeds are then received by the Borrower or such Restricted Subsidiary), the Borrower shall apply all Net Asset Sale Proceeds received pursuant to Section 7.5 and all other Net Asset Sale Proceeds other than Excluded Proceeds, in each case, to the extent not previously applied in such Fiscal Year to offer to make mandatory prepayments of Term Loans, if any, under this clause (b)(i) (it being understood that Net Asset Sale Proceeds subject to this clause (b)(i) applied in such Fiscal Year to make prepayments of Term Loans, if any, prior to receipt of such Net Asset Sale Proceeds other than Excluded Proceeds shall be deemed to have been made as a mandatory prepayment under this clause (b)(i)), within three Business Days after the date of receipt thereof by the Borrower or such Restricted Subsidiary subject to the provisions of Section 2.4(b)(iv), as follows: (A) to the extent such Net Asset Sale Proceeds are not OPH Asset Sale Proceeds, to prepay Loans and, subject to Section 9.3, if an Event of Default has then occurred and is continuing, to refund the Loans hereunder Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(iii) and (iv) below), in an amount equal to 100% of such Net Cash Asset Sale Proceeds received; and (B) to the extent such Net Asset Sale Proceeds are OPH Asset Sale Proceeds and to the extent such Net Asset Sale Proceeds are not required by the terms of the OPH Note Indenture to be offered to any holder of any OPH Note or otherwise used to repurchase or prepay any OPH Notes or such offer is rejected and to the extent the OPH Note Indenture does not prohibit the distribution of such Net Asset Sale Proceeds to the Borrower, to prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(iii) and (iv) below), in an amount equal to 100% of such Net Asset Sale Proceeds received; provided, that with respect to such Net Asset Sale Proceeds, (1) if the Borrower intends to reinvest the Net Asset Sale Proceeds, defease the PEDFA Debt or purchase of the 6.75% Secured Senior Notes in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the second Business Day immediately following the date on which Borrower receives such Net Asset Sale Proceeds, (2) if the Borrower shall have delivered such notice, (x) the Net Asset Sale Proceeds may be reinvested, and in all cases the Borrower shall not be required to prepay the Term Loans, if any, as provided above, so long as (a) such reinvestment is to purchase other assets (other than current assets) which are to be utilized in the business of the Borrower and its Restricted Subsidiaries or to make a capital expenditure, (b) such reinvestment is consummated or irrevocably committed to be consummated within 365 days after the receipt of such Net Asset Sale Proceeds and (c) no Event of Default shall have occurred and be continuing on the date such notice is delivered, (y) the Net Asset Sale Proceeds may be used to repay, repurchase or defease the PEDFA Debt so long as (a) such defeasance is consummated or irrevocably committed to be consummated within six months after the receipt of such Net Asset Sale Proceeds and (b) no Default shall have occurred and be continuing on the date such notice is delivered or (z) the Net Asset Sale Proceeds may be used to prepay, repurchase or defease the 6.75% Secured Senior Notes so long as (a) such prepayment is consummated or irrevocably committed to be consummated within six months after the receipt of such Net Asset Sale Proceeds and (b) no Default shall have occurred and be continuing on the date such notice is delivered, (3) if the Borrower shall not have reinvested the Net Asset Sale Proceeds within such 365 day period or utilized such Net Asset Sale Proceeds to defease the PEDFA Debt or prepay, repurchase or defease the 6.75% Secured Senior Notes within such six month period, as the case may be, the Borrower shall by the last day of such period (or, if such day shall not be a Business Day, the immediately succeeding Business Day) prepay the Term Loans as set forth above in an amount equal to the Net Asset Sale Proceeds not so reinvested or utilized. In addition, in the event any such Net Asset Sale Proceeds described in the foregoing clauses (b)(i)(A) and (B) are required by the terms of the OPH Note Agreement to be and are offered to any holder of an OPH Note but are not accepted by such holder to whom they are required by the terms of the OPH Note Indenture to be offered, and are permitted in accordance with the OPH Note Indenture to be distributed to the Borrower (such Net Asset Sale Proceeds being referred to herein as “Available Proceeds”), then promptly, but in any event no later than five three (53) Business Days following after the receipt by last day for, in each case, such holder of any OPH Note to accept the repurchase or prepayment offer, the Borrower or such Subsidiary shall prepay Loans in accordance with sub-clause (B) above (subject to the exceptions contained in the proviso to clause (B)), in an amount equal to 100% of such Net Cash Available Proceeds. The . (ii) If the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly immediately prepay Revolving Credit Loans and/or Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess; provided, that the Borrower shall not be required to Cash Collateralize the Revolving L/C Obligations pursuant to this clause (and not later than five (5b)(ii) Business Days following receipt thereof) notify unless after the Administrative Agent prepayment in full of the receipt Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (iii) If the Pre-Funded L/C Obligations at any time exceed the aggregate amount of the Pre-Funded L/C Deposits at such time, (x) to the extent that any unutilized Revolving Credit Commitments then exist and such excess is caused by an automatic increase in the amount of a Pre-Funded Letter of Credit in accordance with the terms thereof, such excess amount shall be deemed to be new Revolving Letters of Credit issued under the Revolving Credit Facility without regard to whether the conditions set forth in Section 4.1 are deemed satisfied and (y) otherwise (including to the extent such excess amount is not deemed to be new Revolving Letters of Credit issued under the Revolving Credit Facility), the Borrower or any Subsidiary, as applicable, of shall immediately Cash Collateralize the Pre-Funded L/C Obligations in an aggregate amount equal to such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. excess. (iv) Each prepayment of Loans under Loans, refund of Pre-Funded L/C Deposits and reduction of the Pre-Funded L/C Commitments pursuant to clause (i) of this clause (b) shall be applied ratably to the prepayment in full Term Loans, if any, of the aggregate principal amount and Term Lenders that accept the same, which prepayment offers any accrued but unpaid interest with respect Term Lender may elect, by notice to the 364Administrative Agent at or prior to the time and in a manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.4(b), to decline all (but not a portion) of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). All such accepted offers to prepay Term Loans, if any, shall be applied on a pro rata basis to the remaining scheduled installments of principal due in respect thereof, and subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Day Tranche Loans before being Funded L/C Deposits and reduce the Pre-Funded L/C Commitments. Thereafter, the remaining Declined Proceeds shall be applied to prepay reduce the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Revolving Credit Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17manner set forth in clause (b)(v).

Mandatory. So long as (i) Beginning with the commitments in respect of each of the Bridge Facilities fiscal year ending on December 31, 2019, within five Business Days after financial statements have been terminated without delivered pursuant to Section 6.01(a) and the funding related Compliance Certificate has been delivered pursuant to Section 6.02(a) (the “Excess Cash Flow Application Date”), the Borrower shall prepay an aggregate principal amount of any loans thereunder or Loans equal to the excess (if any) of (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B) to the extent not financed using the proceeds of long-term Indebtedness, (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) (such prepayments to be applied as set forth in clause (iv) below) plus (y) the aggregate principal amount of voluntary prepayments under the ABL Credit Agreement (to the extent commitments under the ABL Credit Agreement are permanently reduced by the amount of such prepayments at the time of such prepayment). (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If (1) the Borrower or any of its Restricted Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e), and (f) or any Disposition of ABL Priority Collateral) or (2) any Casualty Event (other than in respect of ABL Priority Collateral) occurs, in each case, which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds promptly upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below). Notwithstanding the foregoing, the Borrower may deliver within 45 days of the date of receipt of such Net Cash Proceeds a certificate to the Administrative Agent setting forth that portion of such Net Cash Proceeds that the Lead Borrower and/or its Restricted Subsidiaries, as the case may be, intends to, so long as no 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 so long as within 365 days (or within 180 days following the end of such 365 day period if any portion of such proceeds are not later so used within such 365 day period but are contractually committed within such 365 day period to be used) after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than Refinancing Term Loans)), 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 (iv) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, to Term Loans in direct order of maturity. (v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $10,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first sentence of this clause (v)) but which have not previously been so applied. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days following prior to the receipt by the Borrower or such Subsidiary date of such Net Cash Proceedsprepayment. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of Loans under this clause such Term Lender’s ratable portion of such prepayment (bbased on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender”) shall be applied may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment in full of the aggregate principal amount and any accrued but unpaid interest otherwise required to be made with respect to the 364-Day Tranche Term Loans before being held by such Term Lender pursuant to Section 2.05(b) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, such Declined Prepayment Amount shall be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.05(a). (vii) Notwithstanding any other provision of this Section 2.05(b) the contrary, to the extent that a Responsible Officer of the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds or Excess Cash Flow of a Foreign Subsidiary giving rise to a prepayment event pursuant to this Section 2.05(b) (i) would have a material adverse tax consequence or (ii) would not be permissible under any applicable Law or would conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or would result in, or be reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Loans at the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, times provided in the case of any Eurodollar Loans this Section 2.05(b); provided that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay hereby agrees, and will cause any amounts due applicable Restricted Subsidiary, to the Lenders as a result thereof pursuant promptly take all commercially reasonable actions required by Law (including applicable local law) to Section 2.17permit such repatriation without such material adverse consequences.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower If Holdings or any of its Subsidiaries receives Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05(a) through (i), (l) or (m)) which in the aggregate results in the realization by Holdings or such Subsidiary of Net Cash Proceeds arising from (determined as of the date of consummation of such Disposition, whether or not such Net Cash Proceeds are then received by Holdings or such Subsidiary, but with the amount of any Debt Issuancesuch Net Cash Proceeds attributable to any time period after the consummation of such Disposition to be determined by an estimate made in good faith by a Responsible Officer), in excess of the lesser of $25,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the 2015 Subordinated Notes Indenture), determined as of the last day of the most recent fiscal quarter for which a consolidated balance sheet of Holdings and its Subsidiaries has been prepared as of the date of consummation of such Disposition, in any fiscal year, then the Borrower shall prepay prepay, within 360 days of the date of such Disposition, an aggregate principal amount of Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later received therefrom on or prior to such date (such prepayments to be applied as set forth in clauses (iii) and (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) (other than five (5) Business Days following Dispositions pursuant to Section 7.05(k)), at the receipt by option of the Borrower Borrower, and as an alternative to the prepayment requirement set forth in this Section 2.05(b)(i), Holdings or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds in fixed or capital assets to be used in the business of the Borrower and its Subsidiaries so long as such notice Net Cash Proceeds are used or committed to be so used within 12 months after the Disposition giving rise to the obligations under this Section 2.05(b)(i); provided, further, that with respect to any Disposition permitted by Section 7.05(k), the amount required to be prepaid pursuant to this Section 2.05(b)(i) shall be accompanied by a reasonably detailed calculation 50% of the first $200,000,000 of the Receivables Facility Size thereof and 100% of the Receivables Facility Size thereof in excess of $200,000,000. (ii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness 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. Proceeds received therefrom on the date of receipt thereof by Holdings or such Subsidiary if received prior to 11:00 a.m. on a Business Day and otherwise on the next Business Day; provided that this provision shall apply to Indebtedness of Holdings only if such Indebtedness is of the type described in clause (a) of the definition of “Indebtedness” and exceeds $25,000,000 in the aggregate outstanding at any time. (iii) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied, first, to the Term A Facility and to the principal repayment installments thereof on a pro rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (iv) of this Section 2.05(b). (iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i) or (ii) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all Unreimbursed Obligations, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on or notice to or from the amount prepaid Borrower or any other Loan Party) to reimburse the date fixed L/C Issuer or the Revolving Credit Lenders, as applicable. (v) If for prepayment, plus, in any reason the case of Total Revolving Credit Outstandings at any Eurodollar Loans that are prepaid on any day other than time exceed the last day of the Interest Period applicable to itRevolving Credit Facility at such time, the Borrower shall pay any amounts due immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to the Lenders as a result thereof pursuant to Section 2.17such excess.

Mandatory. So long as (i) the commitments in respect Subject to clause (iv) of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interestthis Section 2.03(b), fees and other obligations under the Bridge Facilities have been paid in full, in the event that 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 arising from any Debt Issuanceof casualty insurance or condemnation awards, then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds (or in the case of a Restricted Subsidiary that is not later than five directly or indirectly wholly owned by the Borrower, in such lesser amount of Net Cash Proceeds as are actually received by the Borrower or a wholly owned Restricted Subsidiary of the Borrower), together with all accrued interest thereon and any additional amounts required pursuant to Section 3.03, such prepayment to occur (5subject 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 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 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) where such Net Cash Proceeds have not been reinvested within 180 days after the receipt of such 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 the Administrative Agent); and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may apply within 180 days after the receipt of such 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 provided that any Net Cash Proceeds referred to above in (x) or (y) to be so reinvested 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). (ii) Subject to clause (iv) of this Section 2.03(b), upon the sale or issuance by the Borrower or any of its Restricted Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary Restricted Subsidiary. (iii) Subject to clause (iv) of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify this Section 2.03(b), upon the Administrative Agent of the receipt incurrence or issuance by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case its Restricted Subsidiaries of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itIndebtedness not permitted under Section 7.02, the Borrower shall pay prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (iv) Notwithstanding anything to the contrary herein, prepayments made and required to be made by the Borrower under this Section 2.03(b), together with repayments made and required to be made by the Borrower under Section 2.04, (a) prior to July 29, 2013 shall not exceed an aggregate amount of $155,000,000, (b) prior to July 29, 2014 shall not exceed an aggregate amount of $190,000,000, (c) prior to July 29, 2015 shall not exceed an aggregate amount of $225,000,000, and (d) prior to the Maturity Date shall not exceed an aggregate amount of $260,000,000. (v) Each prepayment of Term Loans made prior to the Maturity Date pursuant to this Section 2.03(b) shall be applied, first, in direct order of maturities, to any amounts principal repayment installments of the Term Facility that are due within 12 months after the date of such prepayment, second, on a pro rata basis, to the other principal repayment installments of the Term Facility, and shall be paid to the Lenders as a result thereof pursuant to Section 2.17under the Term Facility in accordance with their respective Applicable Percentages.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than an Unrestricted MSB Subsidiary) Disposes of any property (other than any Disposition of any property permitted by Section 8.05) which results in the realization by such Person of Net Cash Proceeds arising from any Debt Issuancein excess of $250,000 in the aggregate, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (v) Business Days following below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(i), at the receipt election of the Borrower (as notified by the Borrower to the Lender 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 such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 90 days after the receipt of such Net Cash Proceeds. The Borrower , such purchase shall promptly have been consummated (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt as certified by the Borrower or in writing to the Lender); and provided further, however, that any Subsidiary, as applicable, of such Net Cash Proceeds and not subject to such notice definitive agreement or so reinvested shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(i). (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 8.02), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary), and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.03(b), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Lender on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 90 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.03(b) shall be applied applied, first, ratably to each Acquisition Loan and to the prepayment principal repayment installments thereof in full inverse order of maturity and, second, to the outstanding principal balance of the aggregate principal amount and Revolving Credit Commitment. (vi) If for any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay reason (A) the aggregate principal face amount of all Letters of Credit issued and outstanding shall exceed the Letter of Credit Sublimit or (B) the aggregate outstanding amount of all Revolving Loans plus any accrued but unpaid interest with respect to outstanding Letters of Credit (whether or not drawn) at any time exceed the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itRevolving Credit Commitment at such time, the Borrower shall pay immediately prepay Revolving Loans and/or cash collateralize any amounts due outstanding Letters of Credit (whether or not draw) in an aggregate amount equal to such excess. (vii) If for any reason during the Lenders as a result thereof pursuant Availability Period the aggregate outstanding amount of all Acquisition Loans at any time exceed the Acquisition Facility Commitment at such time, the Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to Section 2.17such excess.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of If any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives Disposes of any Net Cash Proceeds arising from any Debt Issuanceproperty pursuant to Section 7.05(b)) and, then in connection therewith, is required to prepay the Borrower outstanding principal amount of the Loans, the Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Loans hereunder Borrowers shall determine in an amount their discretion, subject to the limitations set forth herein) equal to 100% of such Net Cash Proceeds not later than of such Disposition so required to be applied to the prepayment of Loans pursuant to Section 7.05(b) on or prior to the date that is five (5) Business Days following after the date of 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 election of the Borrowers (as notified by the Administrative 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, such Loan 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. The Borrower , such reinvestment shall promptly have been consummated (and not later than five (5) Business Days following receipt thereof) notify as certified by the Administrative Agent 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 receipt 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 Borrower or any Subsidiaryforegoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, as applicable, 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 notice shall repatriated Net Cash Proceeds will be accompanied by a reasonably detailed calculation promptly applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any 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 applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary. (ii) Each prepayment of Loans pursuant to Section 2.05(b)(i) shall be applied, first, to the Term Facility and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b); provided, that the Borrowers shall cause any prepayment of the Term Facility to be made by such applicable Borrowers, in such a manner, and in such amounts as will result in the aggregate amount of such prepayment by all such Borrowers being applied to each class of Term Loans (including Domestic Term Loans and Global Term Loans), on a pro rata basis. Any prepayment which does not comply with the foregoing requirements (i) may be rejected by the Administrative Agent and the Lenders and (ii) shall be deemed to be an Event of Default under Section 8.01(a). (iii) Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrowers may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrowers shall promptly prepay the Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first sentence of this clause (biii)) shall be applied to the prepayment in full but which have not previously been so applied. (iv) Notwithstanding any of the aggregate principal amount other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any accrued but unpaid interest with respect prepayment of Eurodollar Rate Loans is required to the 364-Day Tranche Loans before being applied be made under this Section 2.05(b) prior to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable therefor, in lieu of making any payment pursuant to itthis Section 2.05(b) in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrowers may, in their sole discretion an upon prior notice to the Administrative Agent, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a segregated deposit account (which is subject to sole and exclusive control of the Administrative Agent) until the last day of such Interest Period, at which time the Administrative Agent shall be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such deposit account to the prepayment of such Loans in accordance with this Section 2.05(b) (and to the extent requested by the Administrative Agent, the Administrative Borrower shall pay any amounts due confirm in writing the authorization set forth herein). Notwithstanding the foregoing to the Lenders contrary, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such deposit account to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05(b). (v) If for any reason (other than as a result thereof of any fluctuation in currency exchange rates contemplated by clause (vi) below) the Total Global Revolving Credit Outstandings at any time exceed the Revolving Credit Facility comprised of Global Revolving Credit Commitments at such time, the applicable Borrowers shall immediately prepay their respective Global Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize their respective L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, that the applicable Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.172.05(b)(v) unless after the prepayment in full of the Global Revolving Credit Loans, Swing Line Loans and L/C Borrowings such Total Global Revolving Credit Outstandings exceeds the Revolving Credit Facility comprised of Global Revolving Credit Commitments then in effect. (vi) If, as result of any fluctuation in currency exchange rates, the Administrative Agent notifies the Administrative Borrower at any time (A) that the Total Global Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Global Revolving Credit Commitments then in effect, (B) L/C Obligations at such time exceed an amount equal to 105% of any applicable L/C Issuer Sublimit or the Letter of Credit Sublimit (as applicable), or (C) L/C Obligations owing to any L/C Issuer at such time exceed an amount equal to 105% of such L/C Issuer’s L/C Issuer Sublimit, then (in each case), within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Global Revolving Credit Loans and/or the applicable Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that, subject to the provisions of Section 2.18, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi)(A) unless after the prepayment in full of the Global Revolving Credit Loans, the Total Global Revolving Credit Outstandings exceed the Global Revolving Credit Commitments then in effect. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the L/C Issuers or the Revolving Credit Lenders, as applicable. (vii) If for any reason the Total Domestic Revolving Credit Outstandings at any time exceed the Revolving Credit Facility comprised of Domestic Revolving Credit Commitments at such time, the applicable Borrowers shall immediately prepay their respective Domestic Revolving Credit Loans in an aggregate amount equal to such excess. (viii) Except as otherwise provided in clauses (v), (vi) or (vii), prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), shall be applied to the first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, and second, shall be applied ratably across each outstanding Class of Revolving Credit Loans, in each case, without a corresponding reduction in the Revolving Credit Commitment, and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans may be retained by the applicable Borrower for use in the ordinary course of business. (ix) Notwithstanding anything to the contrary in this Agreement (including this Section 2.05), no prepayment by a Foreign Obligor shall be used to pay or be applied against any obligations of or attributed to any U.S. Loan Party (or any other Subsidiary that is organized under the laws of the United States or any political subdivision thereof).

Mandatory. So long as (iA) the commitments At any time in respect of each of the Bridge Facilities have been terminated without the funding of which any loans thereunder or (ii) the loans and Incremental Term Facility Loan remains outstanding, if any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than Unrestricted Subsidiaries or Excluded Subsidiaries (other than Stanfield)) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount 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) and (v) below); provided, however, that (1) the first $50,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not later than five be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i)(A), and (52) Business Days following with respect to any Net Cash Proceeds received in respect of a Disposition described in this Section 2.05(b)(i)(A) in excess of the receipt 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. The Borrower , such reinvestment shall promptly have been consummated (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (x) 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)(A), and (y) if a Default has occurred and is continuing at any time that the Borrower or a Subsidiary Guarantor receives or is holding any SubsidiaryNet Cash Proceeds which have not yet been reinvested, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i)(A). (B) [Reserved]. (ii) At any time in which any Incremental Term Facility Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than Unrestricted Subsidiaries or Excluded Subsidiaries (other than Stanfield)), and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds. Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (A) the first $50,000,000 of such Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(ii), and (B) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments in excess of the Exempt Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 12 months after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that (A) any cash proceeds not so applied within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii), and (B) if a Default has occurred and is continuing at any time that a Loan Party or Subsidiary receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received, such cash proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied ratably to the Revolving Credit Facility (in the manner set forth in clause (v) of this Section 2.05(b)) and the Incremental Term Facilities unless expressly stated otherwise. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Amount at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (v) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be accompanied applied (without any further action by accrued interest and fees on or notice to or from the amount prepaid Borrower or any other Loan Party) to reimburse the date fixed for prepaymentapplicable L/C Issuer or the Revolving Credit Lenders, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day as applicable. (vi) Prepayments of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof Revolving Credit Facility made pursuant to this Section 2.172.05(b) shall not reduce the Revolving Credit Commitments.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or If (ii1) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any Subsidiary Disposes of its Subsidiaries receives any property or assets (other than Dispositions expressly contemplated by the Approved Budget or set forth on Schedule 7.04) or (2) any Casualty Event occurs, that results in the realization or receipt by the Borrower or such Subsidiary of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay cause to be prepaid on or prior to the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five date which is ten (510) Business Days following after the date of the realization or receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided that, solely with respect to a Disposition made in reliance on Section 7.04(u), no prepayment will be required under this Section 2.05(b) solely to the extent Liquidity would be less than $50,000,000 after giving effect to such prepayment or would be projected, in the good faith determination of the Borrower, to fall below $50,000,000 at any time during the term of this Agreement. (ii) If any Loan Party or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than, in the case of the Borrower or any Subsidiary, Indebtedness permitted under Section 7.02), the Borrower shall promptly cause to be prepaid (and not later than subject to the payment of the Prepayment Premium) an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days following after the receipt thereofby such Loan Party or Subsidiary of such Net Proceeds. (iii) [Reserved]. (iv) [Reserved]. (v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied on a pro rata basis to each then outstanding Term Loans in accordance with the each Lender’s respective Pro Rata Share, subject to clause (vi) of this Section 2.05(b). (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the receipt by the Borrower or any Subsidiary, as applicable, of event giving rise to such Net Cash Proceeds and mandatory prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Xxxxxx’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (iv) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans under this clause (b) shall Term Loans. Any Declined Proceeds remaining thereafter may be applied to retained by the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Borrower.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved]. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries receives the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05 (a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (o), (p), (q), (s)), or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or Restricted Subsidiary of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay cause to be offered to be prepaid in accordance with clause (b)(ix) below, 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, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans hereunder 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 is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing 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 Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply 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 (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not later 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)(ii) 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. (iii) [Reserved.] (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days following after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Proceeds. Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (vii) The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full The Administrative Agent will promptly notify each Appropriate Lender of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day contents of the Interest Period applicable to it, Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17prepayment.

Mandatory. So long as The Borrowers shall make a prepayment of the Loans until Paid in Full upon the occurrence of any of the following events at the following times and in the following amounts: (i) the commitments Concurrently with, and, in respect of each any case, no later than within five (5) Business Days of the Bridge Facilities have been terminated without the funding of receipt by any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its their Subsidiaries receives of any Net Cash Proceeds arising from any Debt IssuanceAsset Sale or Recovery Event, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five which exceeds $500,000; provided that, (5x) Business Days following so long as no Event of Default shall have occurred and be continuing, and (y) upon written notice to the Administrative Agent, the Borrowers, directly or through one or more of their Subsidiaries, shall have the option to invest such Net Cash Proceeds within 150 days of receipt thereof in assets of the general type used in the business of the Loan Parties and their Subsidiaries (provided that, if, prior to the expiration of such 150-day period, the Loan Parties, directly or through their Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an additional 90-day period, such 150-day period shall be extended to the date provided for such investment in such binding agreement); provided, further that, except during a Cash Dominion Period, only the Net Cash Proceeds received from Asset Sales of Accounts constituting Collateral shall be required to prepay the Loans pursuant to this Section 2.10(b)(i). (ii) [Intentionally Omitted]. (iii) Concurrently with the receipt by the Borrower any Loan Party or such Subsidiary any of their Subsidiaries of any Net Cash Proceeds from any issuance of any Indebtedness of any Loan Party or any of their Subsidiaries (excluding Indebtedness permitted by Section 6.2), in an amount equal to 100% of such Net Cash Proceeds. The Borrower . (iv) [Intentionally Omitted]. (v) [Intentionally Omitted]. (vi) Except with respect to Overadvance Loans and Protective Advances that are not required to be repaid under Sections 2.23 and 2.24, if, at any time, the aggregate amount of the Lenders’ Revolving Credit Exposure (excluding for this purpose any outstanding Letters of Credit that have been Cash Collateralized) exceeds the Line Cap then in effect, the Borrowers shall promptly (and not later than five in any event, within one (51) Business Days following receipt thereofDay after the date when such excess first arose) notify (i) repay the Revolving Loans and/or Swingline Loans in an amount necessary to eliminate such excess and (ii) if, after giving effect to the repayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, Cash Collateralize the outstanding Letters of Credit. (vii) During a Cash Dominion Period, the Loans shall be repaid daily in accordance with the provisions of Section 5.19. (viii) Mandatory prepayments of the Loans shall be applied, first, to prepayment of the Swingline Loans (and related accrued interest and fees); second, if all Swingline Loans have been paid in full, to repayment of outstanding LC Disbursements (and related accrued interest and fees); third, if all Swingline Loans and outstanding LC Disbursements have been paid in full, to prepayment of the Revolving Loans (and related accrued interest and fees); and fourth, if all Swingline Loans, outstanding LC Disbursements and Revolving Loans have been paid in full, to Cash Collateralize all LC Obligations, if any, in an amount equal to 105% of such LC Obligations, on terms, pursuant to documentation, and in form and substance reasonably satisfactory to the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period each applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Issuing Bank.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Restricted Subsidiaries receives (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 arising from any Debt IssuanceProceeds, then the Borrower shall prepay (or, in the case of the Term B Loan or Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not later than five been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, that, the foregoing requirement to offer to purchase Term B Loans or Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Operating Company or substantially all the assets of any Operating Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Borrower (5) Business Days following as notified by the Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 so long as within 365 days 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, 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 2.04(b)(i). (ii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.15), the Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary Restricted Subsidiary. (iii) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the Term A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of an Operating Company, but subject to Section 2.04(b)(vii), the Term B Facility and Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such Net prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Proceeds. The Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Term B Loans or Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Term B Loans of the amount of such Term B Lender’s Applicable Percentage of such Waivable Prepayment and such Term B Lender’s option to refuse such amount. Each such Term B Lender may exercise such option to refuse such amount by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any SubsidiaryTerm B Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as applicable, of such Net Cash Proceeds and date, not to exercise such notice option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be accompanied by a reasonably detailed calculation applied (i) in an amount equal to that portion of the Net Cash Proceeds. Each Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term B Loans held by such Lenders (which prepayment of Loans under this clause (b) shall be applied to the prepayment in full scheduled Installments of principal of the aggregate principal Term B Loans in accordance with Section 2.06(b)), and (ii) in an amount and any accrued but unpaid interest with respect equal to that portion of the 364-Day Tranche Loans before being applied Waivable Prepayment that otherwise would have been payable to those Term B Lenders that have elected to exercise such option, to prepay the aggregate principal amount Term A Loans and any accrued but unpaid interest with respect Revolving Credit Loans, which prepayment shall be further applied to the 18-Month Tranche scheduled installments of principal of the Term A Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, Revolving Credit Loans in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to accordance with Section 2.172.04(b)(iv).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Intentionally Omitted]. (ii) the loans and If any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Credit Party or any of its Subsidiaries receives Disposes of any property (other than any Disposition expressly permitted by Subsections 7.05(a) through (i) and (k)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clauses (v) Business Days following and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the receipt election of the Borrowers (as notified by the Borrower Borrowers 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 Credit Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 180 days after the receipt of such Net Cash Proceeds. The Borrower , (A) such purchase shall promptly have been consummated (and not later than five (5) Business Days following receipt thereof) notify as certified by the Borrowers in writing to the Administrative Agent Agent) or (B) a definitive agreement to reinvest such Net Cash Proceeds within 180 days of the receipt date of such agreement shall have been entered into; and provided further, however, that any Net Cash Proceeds not (1) so reinvested or (2) reinvested pursuant to such definitive agreement within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the sale or issuance by the Borrower Partnership or any Subsidiaryof its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests (A) to the Partnership or any of its Subsidiaries, as applicable(B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to the Partnership’s Long Term Incentive Plan), 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 Partnership or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Credit Party or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), 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 such notice Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that (x) so long as no Default shall have occurred and be continuing and the Net Cash Proceeds of any such Extraordinary Receipt do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be accompanied applied or shall be committed to be applied within 180 days after the receipt of thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the proceeds to be so expended), and (y) so long as no Default shall have occurred and be continuing, and to the extent that (a) the Net Cash Proceeds of any such Extraordinary Receipt exceeds $500,000, and (b) a Responsible Officer of such Credit Party has delivered to the Administrative Agent and the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 2.05(b)(iv) in the form described in clause (x) above, then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Administrative Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or reimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by a reasonably detailed calculation the Administrative Agent and the Administrative Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may, subject to the terms of the Intercreditor Agreement, direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Loans (such prepayments to be applied as set forth in clauses (v) and (vii) below), and provided further, that if all or any portion of the Net Cash Proceeds. Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after (A) the date received or (B) the date so committed to be used pursuant to a definitive agreement, to the extent so committed within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period as a mandatory repayment in accordance with the requirements of this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second, (A) to the extent any such Acquisition Loans are paid in full, and (B) as to all other amounts required to be applied pursuant to this clause (b) Section 2.05(b), any such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the prepayment principal repayment installments thereof in full inverse order of maturity. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Borrowing Base at such time and (B) the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the aggregate principal amount and any accrued but unpaid interest with respect Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the 364-Day Tranche Loans before being L/C Borrowings and the Swing Line Loans, second, shall be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect ratably to the 18-Month Tranche Loans and outstanding Revolving Credit Loans, and, third, shall be accompanied by accrued interest and fees on used to Cash Collateralize the amount prepaid to the date fixed for prepayment, plusremaining L/C Obligations; and, in the case of any Eurodollar Loans that are prepaid on any day other than the last day prepayments of the Interest Period applicable Revolving Credit Facility required pursuant to itclause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower shall pay or any amounts due other Credit Party) to reimburse the Lenders L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) If during any Mandatory Prepayment Period the commitments in Parent or any Restricted Subsidiary at any time or from time to time makes a Disposition with respect of each to any Property, then promptly upon receipt by the Parent or such Restricted Subsidiary of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuanceof such Disposition, then the Borrower shall prepay the Loans hereunder in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (and together with such prepayment deliver to the Administrative Agent a certificate of the Parent in reasonable detail calculating the prepayment obligation); provided that so long as no Default or Event of Default then exists, this subsection shall not later require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any four fiscal quarter period of the Borrower not exceeding $10,000,000 in the aggregate. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Banks for any breach of Section 7.12(a) hereof or any other terms of the Credit Documents. (ii) If during any Mandatory Prepayment Period the Parent or any Restricted Subsidiary issues new equity securities (whether common or preferred stock or otherwise), other than five equity securities (5a) Business Days following issued in connection with the Stock Plans, (b) of the Parent issued to the seller of an acquired business in connection with an Acquisition permitted hereby and (c) of the Parent issued to finance Investments permitted by Section 7.14(k), promptly upon receipt by the Borrower Parent or such Restricted Subsidiary of such Net Cash Proceeds. The Proceeds of such issuance, the Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify prepay the Administrative Agent Loans in an aggregate amount equal to 50% of the receipt by the Borrower or any Subsidiary, as applicable, amount of such Net Cash Proceeds (and together with such notice prepayment deliver to the Administrative Agent a certificate of the Parent in reasonable detail calculating the prepayment obligation). The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Banks for any breach of Section 8.1(k) (Change of Control) hereof or any other terms of the Credit Documents. (iii) If during any Mandatory Prepayment Period the Parent or any Restricted Subsidiary issues any Indebtedness for borrowed money, other than Indebtedness for borrowed money permitted by Section 7.19(a), (b), (c), (e), (f) or (i) hereof, promptly upon receipt by the Parent or such Restricted Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds (and together with such prepayment deliver to the Administrative Agent a certificate of the Parent in reasonable detail calculating the prepayment obligation). The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Banks for any breach of Section 7.19 hereof or any other terms of the Credit Documents. (iv) Within five (5) days after receipt of the Parent's year- end audited financial statements, and in any event within 95 days after the end of each fiscal year of the Parent (commencing with the first such date occurring after the date hereof), if the Cash Flow Leverage Ratio for such fiscal year was greater than 3.25 to 1.00 the Borrower shall prepay the Loans by an amount equal to 50% of Excess Cash Flow of the Parent and its Subsidiaries for the most recently completed fiscal year of the Parent. (v) Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.7(b) shall be accompanied by a reasonably detailed calculation applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the Net Cash Proceedsorder in which their Interest Periods expire. Each prepayment of Loans under this clause (bSection 1.7(b) shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date of prepayment together with any amounts due the Banks under Section 1.12 hereof and shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees remaining amortization payments on the amount prepaid to Loans on a ratable basis among all such remaining amortization payments based on the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any principal amounts due to the Lenders as a result thereof pursuant to Section 2.17thereof.