Common use of Types of Mandatory Prepayments Clause in Contracts

Types of Mandatory Prepayments. (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (a), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition in excess of $1,000,000, to be applied as set forth in Section 4.02(c); provided, that the amount of Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period). (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Proceeds from any Casualty Event in excess of $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds in excess of $1,000,000, to be applied as set forth in Section 4.02(c); provided that Borrower may, at its option by notice in writing to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds in excess of $1,000,000, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,000, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts.

Types of Mandatory Prepayments. (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds Net Cash Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount. (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Cash Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(d), (dSection 9.04(e) or Sections 9.04(g) through 9.04(n)), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of the Net Disposition Cash Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided, however, that no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds does not exceed $3,500,000 in any calendar year; and provided, further, that, notwithstanding the foregoing proviso, the prepayment of the Loans required from Borrowers in connection with any Disposition of the Capital Stock issued by Resurgent or its assets shall be the lesser of (a) the amount of the Net Cash Proceeds received in connection with any Disposition Proceeds not applied as to any Person other than a prepayment of Loans under this clause Credit Party and (iib) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period250,000. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event Any mandatory prepayment of Default the Loans made pursuant to this Section 4.02(a)(ii) shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest accompanied by all accrued interest on the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Sectionprepaid, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if together with the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period)Make-Whole Amount. (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Cash Proceeds from any Casualty Event in excess of $1,000,000Event, Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Casualty Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c); provided that Borrower Borrowers may, at its their option by notice in writing to the Administrative Agent no later than thirty (30) 90 days following the occurrence of the Casualty Event resulting in such Net Casualty Cash Proceeds, apply such Net Casualty Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Cash Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months 270 days following the receipt of such Net Casualty Cash Proceeds, with the amount of Net Casualty Cash Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds proceeds from the issuance any Extraordinary Receipts, Borrowers may, if no Event of any Capital Stock (other than Excluded Issuances) in excess Default has occurred and is continuing, and shall, if an Event of $1,000,000Default has occurred and is continuing, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Equity Proceeds in excess of $1,000,000Extraordinary Receipts, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,000, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (v) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, Borrowers shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. ​ (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds Net Cash Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement.. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount or, the Delayed Draw Term Loan Make-Whole Amount and the Dispensary Loan Make WholeMake-Whole Amount. ​ (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Cash Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(d), (dSection 9.04(e) or Sections 9.04(g) through 9.04(n)), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of the Net Disposition Cash Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided, however, that no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds does not exceed $3,500,000 in any calendar year; and provided, further, that, notwithstanding the foregoing proviso, the prepayment of the Loans required from Borrowers in connection with any Disposition of the Capital Stock issued by Resurgent or its assets shall be the lesser of (a) the amount of the Net Cash Proceeds received in connection with any Disposition Proceeds not applied as to any Person other than a prepayment of Loans under this clause Credit Party and (iib) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period250,000. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event Any mandatory prepayment of Default the Loans made pursuant to this Section 4.02(a)(ii) shall have occurred and be continuingaccompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount or, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest Delayed Draw Term Loan Make-Whole Amount and the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period).Dispensary Loan Make WholeMake-Whole Amount. ​ (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Cash Proceeds from any Casualty Event in excess of $1,000,000Event, Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Casualty Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c); provided that Borrower Borrowers may, at its their option by notice in writing to the Administrative Agent no later than thirty (30) 90 days following the occurrence of the Casualty Event resulting in such Net Casualty Cash Proceeds, apply such Net Casualty Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Cash Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months 270 days following the receipt of such Net Casualty Cash Proceeds, with the amount of Net Casualty Cash Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event.. ​ (iv) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds proceeds from the issuance any Extraordinary Receipts, Borrowers may, if no Event of any Capital Stock (other than Excluded Issuances) in excess Default has occurred and is continuing, and shall, if an Event of $1,000,000Default has occurred and is continuing, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Equity Proceeds in excess of $1,000,000Extraordinary Receipts, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,000, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (v) Immediately upon any acceleration of any of the Maturity Date of any Loans pursuant to Section 10.02, Borrowers shall repay all of the Loans, unless only a portion of all of the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 from any Disposition (other than (x) any Disposition of Transferred Receivables by the Borrower to Citibank pursuant to the Citibank Agreement, it being understood that all proceeds of any such Disposition shall be applied to pay the Obligations as provided in Section 4.06, and (y) any Disposition permitted under clauses (aSection 9.04(d) or Section 9.04(h), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided, provided that the amount of Borrower may, at its option by notice in writing to the Administrative Agent on or prior to the Disposition giving rise to such Net Disposition Proceeds, within ninety (90) days after such event, reinvest such Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result in assets to be used in the business of the dollar threshold set forth above Borrower so long as no Default or Event of Default shall not exceed $1,000,000 have occurred and be continuing, in each case as certified by the aggregate during Borrower in writing to the immediately preceding twelve-month periodAdministrative Agent. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period). (iii) Within five three (53) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Proceeds from any Casualty Event in excess of $1,000,000Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds in excess of $1,000,000Proceeds, to be applied as set forth in Section 4.02(c); provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months ninety (90) days following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds in excess of $1,000,000Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. Notwithstanding anything set forth in this clause (iv) to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower shall not be required to prepay any Net Equity Proceeds prior to the First Extended Maturity Date in excess of the prepayments required pursuant to Section 2.06(e)(i) unless such Net Equity Proceeds are received in connection with a Change of Control or sale of all or substantially all of the Credit Parties’ assets. In addition, within one (1) Business Day after Parent receives aggregate Net Equity Proceeds in an amount equal to $5,000,000 after the Closing Date, all funds held in the Equity Escrow Account shall be released to Agent and applied to the Loans as set forth in Section 4.02(c). (v) Within five three (53) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000Receipts, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (vi) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds Net Cash Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with the Make-Whole Amount. (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Cash Proceeds in excess of $1,000,000 from any Disposition (other than than, except as otherwise provided in this Section 4.02(a), any Disposition permitted under clauses (a), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of the Net Disposition Cash Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided, that the amount of Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event Any mandatory prepayment of Default the Loans made pursuant to this Section 4.02(a)(ii) shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest accompanied by all accrued interest on the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Sectionprepaid, so long as such reinvestment is made within one hundred eighty (180) days of together with the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period)Make-Whole Amount. (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Cash Proceeds from any Casualty Event, and such Casualty Event in excess is because of, directly or indirectly, the occurrence of $1,000,000an Event of Default, Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Casualty Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c); provided that Borrower may, at its option by notice in writing to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(iii) shall be accompanied by all accrued interest on the amount prepaid, together with the Make-Whole Amount. (iv) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from Extraordinary Receipts in connection with the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000Verano Litigation, Borrower Borrowers shall prepay the Loans Obligations in an amount equal to one hundred percent (100%) at least 75.00% of such Net Equity Proceeds in excess of $1,000,000Extraordinary Receipts, to be applied as set forth in Section 4.02(c); provided, however, that Administrative Agent may, in its discretion, agree to waive this requirement or adjust the amount of Extraordinary Receipts to be used to repay the Loans. Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to such issuance of Capital StockExtraordinary Receipts. (v) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000Employee Retention Credits, Borrower Borrowers shall prepay the Loans Obligations in an amount equal to one hundred percent (100%) at least 75.00% of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, however, that Administrative Agent may, in its discretion, agree to waive this requirement or adjust the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of Employee Retention Credits to be used to repay the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month periodLoans. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any such Extraordinary Receipts. (vi) Within five Business Days of the receipt by any Credit Party or any of its Subsidiaries of any other Extraordinary Receipts, and such Extraordinary Receipts is because of, directly or indirectly, the occurrence of an Event of Default, Borrowers shall prepay the Obligations in an amount equal to 100.00% of such Extraordinary Receipts, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(vi) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to such Extraordinary Receipts. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(vi) shall be accompanied by all accrued interest on the amount prepaid, together with the Make-Whole Amount. (vii) Within five Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Cash Proceeds in connection with any New York Disposition, Borrowers shall prepay the Obligations in an amount equal to at least 75.00% of such Net Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(vii) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to such Net Cash Proceeds. (viii) Within five Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Cash Proceeds in connection with any Minnesota Disposition, Borrowers shall prepay the Obligations in an amount equal to 100.00% of such Net Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(viii) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to such Net Cash Proceeds. (ix) Immediately upon any acceleration of any of the Loans pursuant to Section 10.02, Borrowers shall repay all of the Loans, unless only a portion of all of the Loans is so accelerated (in which case the portion so accelerated shall be repaid). Any mandatory repayment of the Loans made pursuant to this Section 4.02(a)(ix) shall be accompanied by all accrued interest on the amount repaid and all other Obligations, together with the Make-Whole Amount.

Types of Mandatory Prepayments. (i) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(d), (dSection 9.04(h) or Section 9.04(n), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided, that the amount of Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period). (iii) Within five three (53) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Proceeds from any Casualty Event in excess of $1,000,000Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds in excess of $1,000,000Proceeds, to be applied as set forth in Section 4.02(c); provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months ninety (90) days following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iv) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) that results in excess Net Equity Proceeds exceeding $2,000,000 in the aggregate during the term of $1,000,000this Agreement (the “Equity Sweep Amount”), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds in excess of $1,000,000Proceeds, to be applied as set forth in Section 4.02(c); provided, that, if a Default or Event of Default shall have occurred and be continuing at the time such proceeds are received, the Equity Sweep Amount shall be deemed to equal $0. Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within five three (53) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of an amount exceeding $1,000,0001,000,000 (the “Extraordinary Receipts Sweep Amount”), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, that that, if a Default or Event of Default shall have occurred and be continuing at the amount of time such proceeds are received, the Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above Sweep Amount shall not exceed be deemed to equal $500,000 in the aggregate during the immediately preceding twelve-month period0. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (vi) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any proceeds Net Cash Proceeds from the 21029590V.1 incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries such Subsidiary (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (ii) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any Net Disposition Cash Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(d) or Sections 9.04(g) through 9.04(n)), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%A) if such Disposition is in connection with the sale and leaseback permitted by Section 9.09, 50.00% of the Net Disposition Cash Proceeds from such Disposition in excess Disposition, and (B) otherwise, 100.00% of $1,000,000the Net Cash Proceeds from such Disposition, to be applied as set forth in Section 4.02(c); provided, that the amount of Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event Any mandatory prepayment of Default the Loans made pursuant to this Section 4.02(a)(ii) shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest accompanied by all accrued interest on the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Sectionprepaid, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if together with the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period)Make-Whole Amount and Exit Fee. (iii) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any Net Casualty Cash Proceeds from any Casualty Event in excess of $1,000,000Event, Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Casualty Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c); provided that Borrower Borrowers may, at its their option by notice in writing to the Administrative Agent no later than thirty (30) 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Cash Proceeds, apply such Net Casualty Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Cash Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months 90 days following the receipt of such Net Casualty Cash Proceeds, with the amount of Net Casualty Cash Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(iii) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (iv) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any Net Equity Cash Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Equity Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(iv) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (v) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess Receipts, Borrowers may, if no Event of $1,000,000Default has occurred and is continuing, Borrower shall and shall, if an Event of Default has occurred and is continuing, prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(v) shall be accompanied 21029590V.1 by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (vi) The aggregate amount of the Koach Reserve Amount that has not been disbursed on or before November 21, 2022, shall be used to prepay the Loans in an amount equal to 100.00% of such aggregate amount, to be applied as set forth in Section 4.02(c). (vii) The aggregate amount of the Land Contracts Reserve Amount Excess shall be used to prepay the Loans in an amount equal to 100.00% of such aggregate amount, to be applied as set forth in Section 4.02(c). (viii) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, Borrowers shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section 4.02(c), together with the applicable Prepayment Premium. Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 from any Disposition (other than (x) any Disposition of Transferred Receivables by the Borrower to Citibank pursuant to the Citibank Agreement, it being understood that all proceeds of any such Disposition shall be applied to pay the Obligations as provided in Section 4.06, and (y) any Disposition permitted under clauses (aSection 9.04(d) or Section 9.04(h), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c), together with the applicable Prepayment Premium; provided, provided that the amount of Borrower may, at its option by notice in writing to the Administrative Agent on or prior to the Disposition giving rise to such Net Disposition Proceeds, within ninety (90) days after such event, reinvest such Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result in assets to be used in the business of the dollar threshold set forth above Borrower so long as no Default or Event of Default shall not exceed $1,000,000 have occurred and be continuing, in each case as certified by the aggregate during Borrower in writing to the immediately preceding twelve-month periodAdministrative Agent. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period). (iii) Within five three (53) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Proceeds from any Casualty Event in excess of $1,000,000Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds in excess of $1,000,000Proceeds, to be applied as set forth in Section 4.02(c); provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months ninety (90) days following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Within five one (51) Business Days Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds in excess of $1,000,000Proceeds, to be applied as set forth in Section 4.02(c), together with any applicable Prepayment Premium. Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within five three (53) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000Receipts, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (vi) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid), together with any applicable Prepayment Premium.

Types of Mandatory Prepayments. (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Restricted Subsidiaries of any proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Restricted Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Restricted Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (a), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), ) or (t), or (v) of Section 9.04), Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition in excess of $1,000,000, to be applied as set forth in Section 4.02(c); provided, that that, the amount of Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, that if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period). (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Restricted Subsidiaries of any Net Casualty Proceeds from any Casualty Event in excess of $1,000,000500,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds in excess of $1,000,000500,000, to be applied as set forth in Section 4.02(c); provided that Borrower may, at its option by notice in writing to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that that, the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Within five (5) Business Days of the receipt by any Credit Party or any of its Restricted Subsidiaries of any Net Equity Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds in excess of $1,000,000, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within five (5) Business Days of the receipt by any Credit Party or any of its Restricted Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000500,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,000500,000, to be applied as set forth in Section 4.02(c); provided, that that, the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (vi) In the event that there shall be Consolidated Excess Cash Flow for any calendar quarter (commencing with the calendar quarter ending March 31, 2021 and continuing for each succeeding calendar quarter during the term of this Agreement), the Borrower shall, no later than the tenth (10th) Business Day after the date on which the quarterly financial statements are required to be delivered pursuant to Section 8.01(c) for such fiscal quarter, prepay the Loans in an aggregate amount equal to 20% of such Consolidated Excess Cash Flow. (vii) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, Borrower shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds Net Cash Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with the Make-Whole Amount, the Delayed Draw Term Loan Make-Whole Amount and the Dispensary Loan Make-Whole Amount. (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Cash Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(d), (dSection 9.04(e) or Sections 9.04(g) through 9.04(n)), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of the Net Disposition Cash Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided, however, that no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds does not exceed $3,500,000 in any calendar year; and provided, further, that, notwithstanding the foregoing proviso, the prepayment of the Loans required from Borrowers in connection with any Disposition of the Capital Stock issued by Resurgent or its assets shall be the lesser of (a) the amount of the Net Cash Proceeds received in connection with any Disposition Proceeds not applied as to any Person other than a prepayment of Loans under this clause Credit Party and (iib) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period250,000. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event Any mandatory prepayment of Default the Loans made pursuant to this Section 4.02(a)(ii) shall have occurred and be continuingaccompanied by all accrued interest on the amount prepaid, together with the Make-Whole Amount, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest Delayed Draw Term Loan Make-Whole Amount and the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period)Dispensary Loan Make-Whole Amount. (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Cash Proceeds from any Casualty Event, and such Casualty Event in excess is because of, directly or indirectly, the occurrence of $1,000,000an Event of Default, Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Casualty Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c); provided that Borrower Borrowers may, at its their option by notice in writing to the Administrative Agent no later than thirty (30) 90 days following the occurrence of the Casualty Event resulting in such Net Casualty Cash Proceeds, apply such Net Casualty Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Cash Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months 270 days following the receipt of such Net Casualty Cash Proceeds, with the amount of Net Casualty Cash Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(iii) shall be accompanied by all accrued interest on the amount prepaid, together with the Make-Whole Amount. (iv) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from Extraordinary Receipts in connection with the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000Verano Litigation, Borrower Borrowers shall prepay the Loans Obligations in an amount equal to one hundred percent (100%) at least 75.00% of such Net Equity Proceeds in excess of $1,000,000Extraordinary Receipts, to be applied as set forth in Section 4.02(c); provided, however, that Administrative Agent may, in its discretion, agree to waive this requirement or adjust the amount of Extraordinary Receipts to be used to repay the Loans. Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to such issuance of Capital StockExtraordinary Receipts. (v) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,000Employee Retention Credits, Borrower Borrowers shall prepay the Loans Obligations in an amount equal to one hundred percent (100%) at least 75.00% of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, however, that Administrative Agent may, in its discretion, agree to waive this requirement or adjust the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of Employee Retention Credits to be used to repay the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month periodLoans. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any such Extraordinary Receipts.

Types of Mandatory Prepayments. (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds Net Debt Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(a), (d9.04(c), (f9.04(d), (g9.04(g), (h9.04(h)(i), (i9.04(r), (j9.04(u) or 9.04(w)), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of the Net Disposition Proceeds from such Disposition in excess of $1,000,00016,750,000, to be applied as set forth in Section 4.02(c); provided, provided that the amount of Net Disposition Proceeds retained by the Credit Parties and not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 16,750,000 in the aggregate during the immediately preceding twelveany 12-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event . (iii) Within five Business Days of Default shall have occurred and be continuing, the recipient receipt by any Real Estate SPE of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest the amount of from any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such SectionDisposition, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party Borrowers shall prepay the Loans in an amount equal to such 100.00% of the Net Disposition Proceeds (to the extent not reinvested within from such applicable time period). (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Proceeds from any Casualty Event in excess of $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided that Borrower in the case of each such Disposition, so long as no Event of Default or Material Default shall have occurred and be continuing or would result therefrom, the Net Disposition Proceeds shall not be required to make a mandatory prepayment under this Section 4.02(a)(iii) in respect of such Net Disposition Proceeds to the extent such Net Disposition Proceeds, within 180 days of the Disposition generating such Net Disposition Proceeds, are (i) actually invested or reinvested in the business of the Parent and its Subsidiaries or (ii) distributed to, or invested in, a Credit Party. Promptly after the end of such 180-day period, Parent shall notify Administrative Agent whether such investment, reinvestment or distribution occurred, and to the extent such Net Distribution Proceeds have not been so invested, reinvested or distributed, Borrowers shall promptly prepay the Obligations in the amount of such Net Disposition Proceeds not so invested or reinvested. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. (iv) Within five Business Days of the receipt by any Credit Party of any Net Casualty Proceeds from any Casualty Event in excess of $1,250,000, Borrowers shall prepay the Loans in an amount equal to 100.00% of such Net Casualty Proceeds in excess of $1,250,000, to be applied as set forth in Section 4.02(c); provided that Borrowers may, at its option by notice in writing to the Administrative Agent no later than thirty (30) 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, provided that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 1,250,000 in the aggregate during the immediately preceding twelve12-month period. Nothing in this Section 4.02(a)(iii4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (ivv) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,0001,250,000, Borrower shall Borrowers shall, if an Event of Default has occurred and is continuing, prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Equity Proceeds in excess of $1,000,0001,250,000, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (vvi) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,0006,250,000, Borrower shall Borrowers shall, if an Event of Default has occurred and is continuing, prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Extraordinary Receipts in excess of $1,000,0006,250,000, to be applied as set forth in Section 4.02(c); provided, provided that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 6,250,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v4.02(a)(vi) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (vii) Immediately upon any acceleration of the Maturity Date pursuant to Section 10.02, Borrowers shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any proceeds Net Cash Proceeds from the 21029590V.1 incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries such Subsidiary (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (ii) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any Net Disposition Cash Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(d) or Sections 9.04(g) through 9.04(n)), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%A) if such Disposition is in connection with the sale and leaseback permitted by Section 9.09, 50.00% of the Net Disposition Cash Proceeds from such Disposition in excess Disposition, and (B) otherwise, 100.00% of $1,000,000the Net Cash Proceeds from such Disposition, to be applied as set forth in Section 4.02(c); provided, that the amount of Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event Any mandatory prepayment of Default the Loans made pursuant to this Section 4.02(a)(ii) shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest accompanied by all accrued interest on the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Sectionprepaid, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if together with the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period)Make-Whole Amount and Exit Fee. (iii) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any Net Casualty Cash Proceeds from any Casualty Event in excess of $1,000,000Event, Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Casualty Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c); provided that Borrower Borrowers may, at its their option by notice in writing to the Administrative Agent no later than thirty (30) 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Cash Proceeds, apply such Net Casualty Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Cash Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months 90 days following the receipt of such Net Casualty Cash Proceeds, with the amount of Net Casualty Cash Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(iii) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (iv) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries (other than any Excluded TerrAscend Subsidiary) of any Net Equity Cash Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Equity Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(iv) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (v) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess Receipts, Borrowers may, if no Event of $1,000,000Default has occurred and is continuing, Borrower shall and shall, if an Event of Default has occurred and is continuing, prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(v) shall be accompanied 21029590V.1 by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount and Exit Fee. (vi) The aggregate amount of the Koach Reserve Amount that has not been disbursed on or before November 21, 2022, shall be used to prepay the Loans in an amount equal to 100.00% of such aggregate amount, to be applied as set forth in Section 4.02(c). (vii) The aggregate amount of the Land Contracts Reserve Amount Excess shall be used to prepay the Loans in an amount equal to 100.00% of such aggregate amount, to be applied as set forth in Section 4.02(c). (viii) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, Borrowers shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds Net Cash Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Debt Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount. (ii) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Cash Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (aSection 9.04(d) or Sections 9.04(g) through 9.04(n), (d), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of the Net Disposition Cash Proceeds from such Disposition in excess of $1,000,000Disposition, to be applied as set forth in Section 4.02(c); provided, that the amount of Net Disposition Proceeds not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event Any mandatory prepayment of Default the Loans made pursuant to this Section 4.02(a)(ii) shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest accompanied by all accrued interest on the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Sectionprepaid, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if together with the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period)Make-Whole Amount. (iii) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Cash Proceeds from any Casualty Event in excess of $1,000,000Event, Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Casualty Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c); provided that Borrower Borrowers may, at its their option by notice in writing to the Administrative Agent no later than thirty (30) 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Cash Proceeds, apply such Net Casualty Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Cash Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months 90 days following the receipt of such Net Casualty Cash Proceeds, with the amount of Net Casualty Cash Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Cash Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000), Borrower Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Net Equity Proceeds in excess of $1,000,000Cash Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. Any mandatory prepayment of the Loans made pursuant to this Section 4.02(a)(iv) shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount. (v) Within five (5) three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess Receipts, Borrowers may, if no Event of $1,000,000Default has occurred and is continuing, Borrower shall and shall, if an Event of Default has occurred and is continuing, prepay the Loans in an amount equal to one hundred percent (100%) 100.00% of such Extraordinary Receipts in excess of $1,000,000Receipts, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (vi) The aggregate amount of the Koach Reserve Amount that has not been disbursed on or before November 21, 2022, shall be used to prepay the Loans in an amount equal to 100.00% of such aggregate amount, to be applied as set forth in Section 4.02(c). (vii) The aggregate amount of the Land Contracts Reserve Amount Excess shall be used to prepay the Loans in an amount equal to 100.00% of such aggregate amount, to be applied as set forth in Section 4.02(c). (viii) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, Borrowers shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).

Types of Mandatory Prepayments. (i) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds Net Debt Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries or, if permitted under the Vireo Intercreditor Agreement, Vireo Guarantor of any Net Disposition Proceeds in excess of $1,000,000 from any Disposition (other than any Disposition permitted under clauses (a), (c), (d), (fe), (gi)(i), (h), (i), (j), (k), (l), (m), (p), (q) (to the extent of the interest of a third-party first-lien mortgagee), (r), (s), (t), or (v) of Section 9.04), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition in excess of $1,000,00015,000,000, to be applied as set forth in Section 4.02(c); providedprovided that (A) no Net Disposition Proceeds received from the [***] JV Disposition are required to prepay the Loans and the Credit Parties may retain 100% of such Net Disposition Proceeds, that and (B) the amount of Net Disposition Proceeds retained by the Credit Parties and not applied as a prepayment of Loans under this clause (ii) as result of the dollar threshold set forth above shall not exceed $1,000,000 15,000,000 in the aggregate (excluding, in all cases, Net Disposition Proceeds from the [***] JV Disposition) during any twelve (12)-month period and (C) no Net Disposition Proceeds that are allowed to be retained by any Vireo Guarantor pursuant to the immediately preceding twelve-month periodVireo Credit Documents shall be required to prepay the Loans. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, the recipient of any Net Disposition Proceeds arising under Section 9.04(e) may reinvest the amount of any such Net Disposition Proceeds in replacement equipment or fixed assets as described in such Section, so long as such reinvestment is made within one hundred eighty (180) days of the receipt thereof; provided that, if the recipient does not intend to fully reinvest such Net Disposition Proceeds, or if the applicable time period set forth in this sentence expires without such recipient having reinvested such Net Disposition Proceeds, such Credit Party shall prepay the Loans in an amount equal to such Net Disposition Proceeds (to the extent not reinvested within such applicable time period). (iii) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries or, if permitted under the Vireo Intercreditor Agreement, Vireo Guarantor of any Net Casualty Proceeds from any Casualty Event in excess of $1,000,000, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds in excess of $1,000,000, to be applied as set forth in Section 4.02(c); provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned assets or property within twelve months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(c); provided, that (A) the amount of Net Casualty Proceeds not applied as a prepayment of Loans under this clause (iii) as result of the dollar threshold set forth above shall not exceed $1,000,000 in the aggregate during the immediately preceding twelve-month period12-month period, and (B) and no Net Casualty Proceeds that are allowed to be retained or otherwise used to rebuild or replace any such assets or property by any Vireo Guarantor pursuant to the Vireo Credit Documents shall be required to prepay the Loans. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance of any Capital Stock (other than Excluded Issuances) in excess of $1,000,000, the Borrower shall shall, if an Event of Default has occurred and is continuing, prepay the Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds in excess of $1,000,000, to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within five (5) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts in excess of $1,000,0005,000,000, the Borrower shall shall, if an Event of Default has occurred and is continuing, prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $1,000,0005,000,000, to be applied as set forth in Section 4.02(c); provided, that the amount of Extraordinary Receipts not applied as a prepayment of Loans under this clause (v) as result of the dollar threshold set forth above shall not exceed $500,000 5,000,000 in the aggregate during the immediately preceding twelve-month period. Nothing in this Section 4.02(a)(v) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance giving rise to any Extraordinary Receipts. (vi) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).