Common use of Notice; Manner of Payment Clause in Contracts

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term Loans Loan and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans to reduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that are is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4 shall be applied as follows: first(A) first to reduce, ratably between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct inverse order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans pursuant to Section 4.3, and Incremental Term Loans (excluding B) second to the bullet payment due on extent of any excess (the Term Loan Maturity Date"Excess Proceeds"), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or the aggregate outstanding amounts under the Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest)Facility and, to the extent required therebyof any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on a or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata basis share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the respective outstanding principal amounts foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation EventTerm Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(iv), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses Section 4.4(b)(i) or (iii) through and including (iv) of this Section shall be applied as follows: first, ratably between to reduce the Initial remaining scheduled quarterly principal repayment installments of the Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans Loan on a pro rata basis and second, to the extent of any excess, to repay temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(d2.4(c); provided, without a corresponding reduction in that any excess remaining thereafter shall be returned to the Revolving Credit CommitmentBorrower. Each such prepayment of the Initial Term Loans and any Incremental Term Loans under Section 4.4(b)(iii) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest)second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation EventBorrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (ivv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans (or commitment reductions, as applicable) under clauses (i) through and including (iv) of this Section shall be applied as follows: (A) first, ratably between if such prepayment occurs prior to the Initial Delayed Draw Term Loans and Loan Funding Date, to permanently reduce the unfunded Delayed Draw Term Loan Commitment, (unless otherwise agreed B) second, if such prepayment occurs on or after the Delayed Draw Term Loan Funding Date, to by reduce on a pro rata basis the applicable Incremental Lendersremaining scheduled principal installments of the Delayed Draw Term Loan pursuant to Section 4.3, (C) any Incremental Term Loans and secondthird, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Additional Term Loans (if any) pursuant to Section 4.3 (excluding any prepayment required pursuant to Section 4.4(b)(ii) resulting from the bullet payment due on borrowing of any Additional Term Loans, in which case, this clause (C) shall be skipped and the Term Loan Maturity Dateamount of such required prepayment shall constitute an excess amount subject to application in accordance with the following clauses (D) and (E)), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest)D) fourth, to the extent of any further excess (excluding any prepayment required therebypursuant to Section 4.4(b)(ii) or Section 4.4(b)(v), on a pro rata basis in which case, this clause (D) shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the respective following clause (E)), to permanently reduce the Revolving Credit Commitment until the Revolving Credit Commitment has been reduced to $25,000,000 and (E) fifth, to the extent of any further excess, to repay outstanding principal amounts Revolving Credit Loans (without any corresponding permanent reduction of the Revolving Credit Commitment), pursuant to Section 2.4(c). Amounts prepaid under the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation EventLoan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(vi), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (iSections 4.4(b)(i) through and including (iv4.4(b)(v) of this Section shall be applied as follows: first, ratably between to reduce the Initial remaining scheduled quarterly principal repayment installments of the Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans Loan on a pro rata basis and second, to the extent of any excess, to repay temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(d2.4(c), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans under Section 4.4(b)(vi) shall be applied as follows: first, to reduce on a pro rata basis the next eight remaining scheduled amortization payments quarterly principal installments of the Term Loan set forth in Section 4.3 in either direct order of maturity, then inverse order of maturity or on a pro rata basis, as directed by the Borrower and second, to the remaining scheduled principal installments extent of any excess, to temporarily prepay the Initial Term Revolving Credit Loans and Incremental Term Loans (excluding the bullet payment due on pursuant to Section 2.4(c). Amounts repaid under the Term Loan Maturity Date), and then pursuant to the bullet payment due on Section 4.3 or prepaid under the Term Loan Maturity Datepursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Proceeds Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any Refinancing Debt such mandatory prepayment, at which time the remaining amount shall be applied solely first, to prepay each applicable Class of Term Loans and/or temporarily reduce the Revolving Credit Loans subject Loans, and then, to such Refinance. Notwithstanding the foregoing, with respect to extent of any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Eventremaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans and prepay or purchase any Refinancing Notes that are secured by Loan in the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to manner set forth in this Section 4.4 regardless of the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts election of the Term Loans and Loan Lender or (b) retain such Refinancing Notes as excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the time of the applicable Asset Disposition or Insurance and Condemnation EventBorrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the a mandatory prepayment requirement under clauses (i) through and including (iv) aboveor commitment reduction pursuant to this Section 2.05(b), the Borrower shall promptly deliver a Notice notice of Prepayment prepayment or commitment reduction to the Administrative Agent Agent, and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Any prepayment or commitment reduction required under this Section 2.05(b) shall be made or become effective within three (3) Business Days after the date of receipt of the applicable Net Cash Proceeds. Each prepayment of the Loans or commitment reduction under clauses (i) through and including (iv) of this Section 2.05(b) shall be applied as follows: first, to ratably between prepay the Initial Term Loans Total Drop-Down Outstandings and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans Total RMP Outstandings, if any, until such Total Drop-Down Outstandings and Total RMP Outstandings have been fully repaid, and second, to the extent of any excess, to repay prepay any Class of Loans or permanently reduce any Class of Commitments as specified by the Revolving Credit Borrower in the applicable notice of prepayment or commitment reduction or otherwise on or prior to the date on which such prepayment or commitment reduction is required to occur. In the event that the Borrower does not so specify how such prepayments or commitment reductions are to be applied, such amounts shall be applied first, to ratably prepay the Total Drop-Down Outstandings and the Total RMP Outstandings, if any, until such Total Drop-Down Outstandings and Total RMP Outstandings have been fully repaid, second, to prepay the Total General Outstandings, if any, until such General Outstandings have been fully repaid, and third, in the event that all outstanding Loans have been prepaid, (x) except in the case of a commitment reduction required pursuant to Section 2.4(d2.05(b)(iv), without a corresponding reduction to ratably reduce the remaining Commitments of each Class and (y) in the Revolving Credit Commitment. Each such prepayment case of the Initial Term Loans a commitment reduction required pursuant to Section 2.05(b)(iv), to reduce any remaining General Commitments (and any Incremental Term Loans excess required commitment reduction remaining after the General Commitments have been reduced to zero shall be applied to ratably reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments Commitments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Dateeach other Class), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4 shall be applied as follows: first(A) FIRST to reduce, ratably between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct inverse order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans pursuant to Section 4.3, and Incremental Term Loans (excluding B) SECOND to the bullet payment due on extent of any excess (the Term Loan Maturity Date"EXCESS PROCEEDS"), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or the aggregate outstanding amounts under the Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest)Facility and, to the extent required therebyof any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; PROVIDED, HOWEVER, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on a pro rata basis or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its PRO RATA share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied FIRST, to reduce the Revolving Credit Loans in accordance with the respective outstanding principal amounts foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation EventTerm Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term Loans Loan and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans to reduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant lxix 165457743_4174358596_2 to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that are is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event ------------------------- triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(iv), the Borrower Company, on behalf of the Borrowers, shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4(b) shall be applied as follows: first, ratably ----- to reduce the outstanding principal balance of the Term Loans on a pro rata --- ---- basis between the Initial Term A Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term B Loans and to reduce in inverse order of maturity the remaining amortization payments of the Term A Loans and the Term B Loans pursuant to Section 4.3 and (ii) second, to the extent of any ------ excess, to repay the outstanding principal balance of the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in ) and to reduce permanently the Revolving Credit Commitment. Each Commitment pursuant to Section 2.6(b); provided that any Term B Loan Lender may -------- elect to have its pro rata share (based on its Term B Loan Percentage) of any mandatory prepayment under Section 4.4(b)(iv) be applied first to the outstanding balance of the Term A Loans and to reduce the remaining scheduled installments of the Term A Loans in the inverse order of maturity thereof and then to Revolving Credit Loans in accordance with Section 2.4(e) (any such election, a "Payment Refusal"); provided further that if Additional Excess -------- ------- Refused Proceeds remain after the prepayment of the Initial Term A Loans in accordance with this Section 4.4(b)(v) and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments prepayment of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with Section 2.4(e), the respective outstanding principal amounts amount of such Additional Excess Refused Proceeds shall be reapplied to the pro rata share of any Term B Loan Lenders that have made a Payment Refusal election (which repayment such Term B Loan Lenders may not refuse) and to reduce in inverse order of maturity the remaining amortization payments of the Term B Loans and pursuant to Section 4.3. Any such Refinancing Notes as Term B Loan Lender that makes a Payment Refusal shall, no later than 11:00 a.m. (Charlotte time) two (2) Business Days preceding the date specified for any prepayment of the time Loans, notify the Administrative Agent in writing of the applicable Asset Disposition or Insurance and Condemnation Eventsuch election. Each prepayment under this Section shall be accompanied by any payment required under Section 5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4(b) shall be applied as follows: (A) first, ratably between to reduce in inverse order of maturity the remaining scheduled principal installments of the Term Loans (pro rata among the Initial Term Loans and the Additional Term Loans), pursuant to Section 4.3 and (unless otherwise agreed to by B) second, in the applicable Incremental Lenderscase of a prepayment under clauses (i), (ii), (iii) any Incremental Term Loans and secondor (iv) above only, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in reduce permanently the Revolving Credit Commitment, pursuant to Section 2.6(b). Each Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment of at which time the Initial Term Loans and any Incremental Term Loans remaining amount shall be applied first, to temporarily reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturityRevolving Credit Loans, then and then, to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds extent of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Eventremaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans and prepay or purchase any Refinancing Notes that are secured by in the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to manner set forth in this Section 4.4 regardless of the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts election of the Term Loans and Loan Lender or retain such Refinancing Notes as excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the time of Borrower's obligations under any Hedging Agreement. Amounts prepaid under the applicable Asset Disposition or Insurance Term Loans pursuant to this Section 4.4 may not be reborrowed and Condemnation Eventwill constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term Loans Loan and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans to reduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that are is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal 72 146960219_6 165457743_4 amounts of the Term Loans and such Refinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term B-12 Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term B-12 Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term B-12 Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that are areis secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(iv), the Borrower Company, on behalf of the Borrowers, shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4(b) shall be applied as follows: first, ratably to reduce the outstanding principal balance of the Term Loans on a pro rata basis between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Additional Term Loans to reduce in inverse order of maturity the remaining amortization payments of the Initial Term Loans and the Additional Term Loans pursuant to Section 4.3 and second, to the extent of any excess, to repay the outstanding principal balance of the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in ) and to reduce permanently the Revolving Credit Commitment. Each such Commitment pursuant to Section 2.6(b); provided that any Term Loan Lender may elect to have its pro rata share (based on its Term Loan Percentage) of any mandatory prepayment under Section 4.4(b) be applied first to the outstanding balance of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with Section 2.4(e) (any such election, a "Payment Refusal"); provided further that if Additional Excess Refused Proceeds remain after the respective outstanding principal amounts prepayment of the Term Loans in accordance with this Section 4.4(b)(v) and such Refinancing Notes as the prepayment of the time Revolving Credit Loans in accordance with Section 2.4(e), the amount of such Additional Excess Refused Proceeds shall be reapplied to the pro rata share of any Term Loan Lenders that have made a Payment Refusal election (which repayment such Term Loan Lenders may not refuse) and to reduce in inverse order of maturity the remaining amortization payments of the applicable Asset Disposition or Insurance and Condemnation EventTerm Loans pursuant to Section 4.3. Any such Term Loan Lender that makes a Payment Refusal shall, no later than 11:00 a.m. (Charlotte time) two (2) Business Days preceding the date specified for any prepayment of the Loans, notify the Administrative Agent in writing of such election. Each prepayment under this Section shall be accompanied by any payment required under Section 5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4 shall be applied as follows: first(A) FIRST to reduce, ratably between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct inverse order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from such outstanding Term Loans, PRO RATA on the basis of the original aggregate funded amount thereof among the Initial Term Loans and, if applicable, the Additional Term Loans) pursuant to Section 4.3, and (B) SECOND to the extent of any Asset Disposition or Insurance excess (the "EXCESS PROCEEDS"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; PROVIDED, HOWEVER, that, regardless of whether there are amounts outstanding under the Revolving Credit Facility, each Lender having a Term Loan Commitment shall have the right to refuse its PRO RATA share (based on its respective applicable Term Loan Percentage) of any such mandatory prepayment (excluding prepayments made pursuant to Section 4.4(b)(iii)) at which time the remaining amount shall be applied FIRST, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vi)(B), and Condemnation EventTHEN, to the extent of any remaining funds, to the Borrower; PROVIDED that, if at the time of such prepayment there are no outstanding Revolving Credit Loans, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by (X) elect to have the Collateral on a pari passu basis remaining amount of such mandatory prepayment (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts if any) applied as an optional prepayment of the Term Loans and in accordance with Section 4.4(a) or (Y) retain such Refinancing Notes as amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the time of Borrower's obligations under any Hedging Agreement. 27 Amounts prepaid under the applicable Asset Disposition or Insurance Term Loans pursuant to this Section 4.4 may not be reborrowed and Condemnation Eventwill constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.11 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Term Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lendersextent required thereby) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis within each tranche the next eight remaining twelve scheduled amortization payments principal installments thereof in direct order of maturity, maturity and then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due thereof on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Datea pro rata basis. Proceeds of any Refinancing Debt Term Loans or Refinancing Notes shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinanceso refinanced. Notwithstanding the foregoing, (A) to the extent any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans are made, the application of prepayments of Term Loans pursuant to this clause (v) shall be made on a pro rata basis among the Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Refinancing Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment) and (B) with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4 shall be applied as follows: first(A) first to reduce, ratably between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct inverse order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loans, the Supplemental Term Loans and the Additional Term Loans) pursuant to Section 4.3, and (B) second to the extent of any Asset Disposition or Insurance excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that, regardless of whether there are amounts outstanding under the Revolving Credit Facility, each Lender having a Term Loan Commitment shall have the right to refuse its pro rata share (based on its respective applicable Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and Condemnation Eventthen, to the extent of any remaining funds, to the Borrower; provided that, if at the time of such prepayment there are no outstanding Revolving Credit Loans, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by (X) elect to have the Collateral on a pari passu basis remaining amount of such mandatory prepayment (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts if any) applied as an optional prepayment of the Term Loans and in accordance with Section 4.4(a) or (Y) retain such Refinancing Notes as amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the time of Borrower's obligations under any Hedging Agreement. Amounts prepaid under the applicable Asset Disposition or Insurance Term Loans pursuant to this Section 4.4 may not be reborrowed and Condemnation Eventwill constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans (or commitment reductions, as applicable) under clauses (i) through and including (iv) of this Section shall be applied as follows: (A) first, ratably between if such prepayment occurs prior to the Initial Delayed Draw Term Loan Funding Date, to permanently reduce the unfunded Delayed Draw Term Loan Commitment, (B) second, if such prepayment occurs on or after the Initial Delayed Draw Term Loan Funding Date, to reduce on a pro rata basis the Delayed Draw Term Loans and pursuant to Section 4.3, (unless otherwise agreed to by the applicable Incremental LendersC) any Incremental Term Loans and secondthird, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Additional Term Loans (excluding the bullet payment due on the Term Loan Maturity Date)if any) pursuant to Section 4.3, and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest)D) fourth, to the extent of any further excess (excluding any prepayment required therebypursuant to Section 4.4(b)(iv), on a pro rata basis in which case, this clause (D) shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the respective following clause (E)), to permanently reduce the Revolving Credit Commitment until the Revolving Credit Commitment has been reduced to $25,000,000 and (E) fifth, to the extent of any further excess, to repay outstanding principal amounts Revolving Credit Loans (without any corresponding permanent reduction of the Revolving Credit Commitment), pursuant to Section 2.4(c). Amounts prepaid under the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation EventLoan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4(b) shall be applied as follows: (A) first, ratably between to reduce in inverse order of maturity the remaining scheduled principal installments of the Term Loans (pro rata among the Initial Term Loans and (unless otherwise agreed to by Loans, the applicable Incremental Lenders) any Incremental Supplemental Term Loans and the Additional Term Loans), pursuant to Section 4.3 and (B) second, in the case of a prepayment under clauses (i), (ii), (iii) or (iv) above only, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in reduce permanently the Revolving Credit Commitment, pursuant to Section 2.6(b). Each Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment of at which time the Initial Term Loans and any Incremental Term Loans remaining amount shall be applied first, to temporarily reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturityRevolving Credit Loans, then and then, to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds extent of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Eventremaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans and prepay or purchase any Refinancing Notes that are secured by in the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to manner set forth in this Section 4.4 regardless of the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts election of the Term Loans and Loan Lender or (b) retain such Refinancing Notes as excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the time of Borrower's obligations under any Hedging Agreement. Amounts prepaid under the applicable Asset Disposition or Insurance Term Loans pursuant to this Section 4.4 may not be reborrowed and Condemnation Eventwill constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each 146960219_6 prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term Loans Loan and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans to reduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that are is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(vi), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4(b) shall be applied as follows: first, ratably between to reduce in inverse order of maturity the Initial remaining scheduled principal installments of the Term Loans and (unless otherwise agreed to by the applicable Incremental Lendersii) any Incremental Term Loans and second, to the extent of any excess, to repay reduce permanently the Revolving Credit Commitment, pursuant to Section 2.6(b). Amounts repaid under the Term Loans pursuant to Section 2.4(d), without 4.3 or prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a corresponding permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans Loans, and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturitythen, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds extent of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Eventremaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans and prepay or purchase any Refinancing Notes that are secured by in the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to manner set forth in this Section 4.4 regardless of the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts election of the Term Loans and Loan Lender or (b) retain such Refinancing Notes as excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the time of the applicable Asset Disposition or Insurance and Condemnation EventBorrower's obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term B-1 Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term B-1 Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term B-1 Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.5(c)(i) through and including (iv) above4.5(c)(v), the Borrower Borrowers shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.5(c) shall be applied as follows: firstFIRST, ratably between to all accrued and unpaid interest on the Initial Term D Loans, on a PRO RATA basis; SECOND, to the outstanding principal installments of the Term D Loans on a PRO RATA basis; THIRD, to any outstanding Term C Loan Deferred Interest, on a PRO RATA basis; and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and secondFOURTH, to the extent of any excess (such excess, to repay the "EXCESS PROCEEDS"), PRO RATA among the principal amounts outstanding in reverse order of maturity of the Term A Loan Facility, the Term B Loan Facility, the Term C Facility and the Revolving Credit Loans pursuant to Section 2.4(dFacility, applied (A) in the case of prepayments arising under Sections 4.5(c)(i) and 4.5(c)(ii), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct inverse order of maturity, then maturity to the remaining scheduled principal installments (or, as applicable, interest) in respect thereof and (B) in the case of prepayments arising under Section 4.5(c)(iii), 4.5(c)(iv) and 4.5(c)(v), PRO RATA to the Initial remaining scheduled principal installments (or applicable interest) in respect thereof; PROVIDED, that any Term Loans and Incremental B Lender or Term Loans C Lender may elect to have its PRO RATA share (excluding the bullet payment due based on its Term B Loan Percentage or Term C Loan Percentage, as applicable) of any mandatory prepayment under Section 4.5(c)(vi) (any such amount, "REFUSED PROCEEDS") be applied to, the Term A Loan Maturity Date), Facility and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to Facility as set forth below (any such Refinance. Notwithstanding the foregoingelection, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event."PAYMENT REFUSAL"):

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(iv), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (iSection 4.4(b)(i) through and including (iv) of this Section shall be applied as follows: first, ratably between to reduce the Initial remaining scheduled quarterly principal repayment installments of the Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans Loan on a pro rata basis and second, to the extent of any excess, to repay temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(d2.4(c); provided, without a corresponding reduction in that any excess remaining thereafter shall be returned to the Revolving Credit CommitmentBorrower. Each such prepayment of the Initial Term Loans and any Incremental Term Loans under Section 4.4(b)(ii) through (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest)second, to the extent of any excess, to permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b); provided, that any excess remaining thereafter shall be returned to the Borrower. Amounts prepaid under the Term Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation EventBorrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iSections 4.4(b)(i) through and including (iv) above4.4(b)(vii), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4(b) shall be applied as follows: first, ratably between to reduce in inverse order of maturity the Initial remaining scheduled principal installments of the Term Loans and (unless otherwise agreed to by the applicable Incremental Lendersii) any Incremental Term Loans and second, to the extent of any excess, to repay reduce permanently the Revolving Credit Commitment, pursuant to Section 2.6(b). Amounts repaid under the Term Loans pursuant to Section 2.4(d), without 4.3 or prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a corresponding permanent reduction in the Revolving Credit such Term Loan Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied accompanied by any amount required to reduce on a pro rata basis the next eight remaining scheduled amortization payments be paid pursuant to Section 5.9 hereof. Notwithstanding anything in direct order of maturity, then this Section 4.4 to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date)contrary, and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, except with respect to any Net Cash Proceeds from mandatory prepayment under Section 4.4(b)(vii), any Asset Disposition or Insurance Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and Condemnation Eventthen, to the extent of any remaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans and prepay or purchase any Refinancing Notes that are secured by in the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to manner set forth in this Section 4.4 regardless of the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts election of the Term Loans and Loan Lender or (b) retain such Refinancing Notes as excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the time of the applicable Asset Disposition or Insurance and Condemnation EventBorrower's obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including or (ivii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: firstsubject to the Intercreditor Agreement, ratably between the Initial Term Loans and (unless otherwise agreed to by the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and as determined by the Borrower and the applicable Incremental Lenders to reduce the remaining scheduled principal installments of any Incremental Term Loans Loans) pursuant to Section 4.3 (excluding it being understood that the bullet payment due on minimum amounts and increments set forth in Section 4.4 shall not apply to prepayments under this Section 4.4(b)). For the Term Loan Maturity Date)avoidance of doubt, and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt Borrower shall be applied solely permitted to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any apply Net Cash Proceeds from any Asset Disposition or any Insurance and Condemnation EventEvent to repay, prepay redeem, purchase or otherwise acquire the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts Loan First Lien Percentage of the Term Loans and such Refinancing Notes as other Pari Passu Lien Indebtedness using the balance of the Net Cash Proceeds at any time without waiting for the end of the applicable Asset Disposition reinvestment period and determining Excess Proceeds. Pending the final application of any such Net Cash Proceeds, the Borrower or Insurance and Condemnation Eventits Subsidiaries may temporarily reduce revolving indebtedness under any revolving debt facility or otherwise invest such Net Cash Proceeds in cash or Cash Equivalents.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: first, ratably between the Initial Term Loans and (unless otherwise agreed to by Loans, the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial First Amendment Term Loans and any Incremental Term Loans shall which such prepayment to be applied 50 142128979_6 170630523_7 to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans, the First Amendment Term Loans and any Incremental Term Loans (excluding including the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, maturity) on a pro rata basis basis. (vi) Prepayment of LIBOR RateSOFR Loans. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 4.9; provided that, so long as no Event of Default shall have occurred and be continuing, if any prepayment of LIBOR RateSOFR Loans is required to be made under this Section 2.11(b) prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.11(b) in respect of any such LIBOR RateSOFR Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, 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 an account held at, and subject to the sole control of, the Administrative Agent 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 Credit Party) to apply such amount to the prepayment of such Term Loans in accordance with this Section 2.11(b). 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 Credit Party) to apply such amount to the prepayment of the outstanding Term Loans in accordance with the respective outstanding principal amounts relevant provisions of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.this Section 2.11(b). (vii)