Common use of Additional Mandatory Prepayments Clause in Contracts

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Five Million and 00/100 Dollars ($5,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount; (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding $5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $5,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of any such fiscal year (commencing with the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) shall be reduced to an amount equal to fifty percent (50%) of Excess Cash Flow of the Company and its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than on the last day of the relevant Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowed. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Mandatory Prepayments. In addition to (a) Upon the payment in full of the Term Loan, any other mandatory prepayments required to be made on the Term Loan pursuant to Sections 4.9(b) and (c) of this Agreement shall instead be applied to prepay any amounts outstanding under the Revolving Credit, without resulting in a permanent reduction in the Revolving Credit Aggregate Commitment. Subject to Section 10.2 hereof, any payments made pursuant to this Section 5.7shall be applied first to outstanding Prime-based Advances under the Revolving Credit, next to Swing Line Advances carried at the applicable Borrower Prime-based Rate, next to Eurocurrency-based Advances under the Revolving Credit, and then to Swing Line Advances carried at the Quoted Rate. If any amounts remain thereafter, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Lender as cash collateral for the Reimbursement Obligations, with any additional prepayment monies being applied to any Fees, costs or expenses due and outstanding under this Agreement, and with the Company shall make mandatory prepayments remainder of principal as follows:such prepayment thereafter being returned to Borrowers. (ib) If To the Borrower or extent that, on the date any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Five Million and 00/100 Dollars ($5,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans Revolving Credit Advances under this Section 2.19 or payment pursuant to the terms of any of the Loan Documents is due, the Indebtedness under the Revolving Credit or any other Indebtedness to be applied prepaid is being carried, in accordance with Section 5.7.2 [Application Among Interest whole or in part, at the Eurocurrency-based Rate Options] equal to 100% and no Default or Event of Default has occurred and is continuing, Borrowers may deposit the amount of such Net Cash Proceeds mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of such sale(s) together with accrued interest the Revolving Credit Lenders, on such principal amount. The foregoing terms and conditions as are reasonably acceptable to Agent and upon such deposit the obligation of Borrowers to make such mandatory prepayment shall not be deemed satisfied. Subject to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Partiessaid cash collateral account, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers sums on deposit in said cash collateral account shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount; (iiiuntil exhausted) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding $5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $5,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of any such fiscal year (commencing with the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) shall be reduced to an amount equal to fifty percent (50%) of Excess Cash Flow of the Company and its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order principal balance of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than Revolving Credit on the last day of the relevant each Eurocurrency-Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then attributable to the outstanding Eurocurrency-based Advances of such Revolving Credit LoansAdvance, thereby avoiding breakage costs under Section 11.1 hereof; provided, however, that if any. Mandatory prepayments a Default or Event of Default shall have occurred at any time while sums are on deposit in the cash collateral account, Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such Eurocurrency-based Advances prior to the last day of the Term Loan hereunder may not applicable Eurocurrency-Interest Period, and the Borrowers will be reborrowedobligated to pay any resulting breakage costs under Section 11.1. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Five Million and 00/100 Dollars ($5,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount;; and (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding $5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $5,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of any such fiscal year (commencing with the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) shall be reduced to an amount equal to fifty percent (50%) of Excess Cash Flow of the Company and its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than on the last day of the relevant Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowed. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Mandatory Prepayments. In addition to any other mandatory prepayments the regularly scheduled installments of principal required pursuant to this be made with respect to the Fixed Loans commencing on December 1, 2006 as set forth in Section 5.72.3(1)(b)(ii), the applicable Borrower or Borrowers shall also be required to prepay the Company shall make mandatory prepayments outstanding principal amount of principal as followsthe Loans in the following circumstances: (i) If Commencing on the Borrower or any Payment Date occurring in November, 2009, and on every third Payment Date thereafter (the Payment Date occurring in February, 2010, the Payment Date occurring May, 2010, etc.), if the Loan-to-Value Ratio as of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or Payment Date is greater than the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Five Million and 00/100 Dollars ($5,000,000.00)Maximum Loan-to-Value Ratio, the Borrowers shall make a mandatory prepayment of principal payment on the Fixed Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount; (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding $5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $5,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent FIVE MILLION and 00/100 DOLLARS (75%) of Excess Cash Flow $5,000,000.00), which amount shall be applied by the Administrative Agent to reduce the outstanding principal balance of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but Fixed Loans. The Borrowers shall be required to pay a Fixed Loan Prepayment Fee in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of connection with any such fiscal year prepayment described in this subsection. (commencing with ii) Outstanding principal on the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) Loans shall be reduced to prepaid, in whole or in part, as applicable, in an amount equal to fifty percent (50%) any Insurance Proceeds or Condemnation Proceeds received and applied by Administrative Agent to prepay principal on the Loans pursuant to the terms of Excess Cash Flow Section 3.3(3). So long as no Event of Default has occurred and is continuing, the Borrowers shall have the right to elect whether to apply such proceeds to the prepayment of the Company Floating Loans, the Fixed Loans, or any combination thereof; however, if an Event of Default has occurred and is continuing as of such date, the Administrative Agent, on behalf of the Lenders, shall have the right in its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied sole and absolute discretion to reduce the Term Loan in inverse order of scheduled maturities elect whether to apply such proceeds to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of the Floating Loans, the Fixed Loans, or any Term Loan subject to combination thereof. The Borrowers shall pay a Euro-Rate Option Libor Breakage Fee if any Floating Loans are so prepaid and such prepayment is made on a day other than on the last day of the relevant a Floating Interest Period for Period, but otherwise such Term Loan, or prepayment may be made without any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowedPrepayment Fee. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the any Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Five Ten Million and 00/100 Dollars ($5,000,000.0010,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount; provided, however, Borrower shall not have to make such mandatory prepayment if such Net Cash Proceeds result from the sale of any Foreign Subsidiary or substantially all of the assets of any Foreign Subsidiary. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the any Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount;; and (iii) If the any Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding Ten Million and 00/100 Dollars ($5,000,000 10,000,000.00) in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $5,000,000 10,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of any such fiscal year (commencing with the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) shall be reduced to an amount equal to fifty percent (50%) of Excess Cash Flow of the Company and its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than on the last day of the relevant Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowed. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Five Million and 00/100 Dollars ($5,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount;; and (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding $5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $5,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of any such fiscal year (commencing with the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) shall be reduced to an amount equal to fifty percent (50%) of Excess Cash Flow of the Company and its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than on the last day of the relevant Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowed. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Five Ten Million and 00/100 Dollars ($5,000,000.0010,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount; provided, however, Borrower shall not have to make such mandatory prepayment if such Net Cash Proceeds result from the sale of any Foreign Subsidiary or substantially all of the assets of any Foreign Subsidiary. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount;; and (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding Ten Million and 00/100 Dollars ($5,000,000 10,000,000.00) in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $5,000,000 10,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of any such fiscal year (commencing with the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) shall be reduced to an amount equal to fifty percent (50%) of Excess Cash Flow of the Company and its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than on the last day of the relevant Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowed. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows: