Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent following the Funding Date, any accrued but unpaid interest (including interest the Borrower shall, on the amount day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100100.0% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Cash Proceeds received by from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Obligor Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Unmatured Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $5,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending September 30, 2016, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of the principal being prepaidprepayments of Term Loans pursuant to Section 2.04(a)(i) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by during such Person. For the avoidance of doubt, fiscal year (other than any such prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of such prepayment. In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any mandatory prepayment of Term Loan Advances from a Prepayment PremiumEvent under clauses (a) or (b) of the definition thereof made at a time when Term Loan Advances of more than one Class remain outstanding, the Borrower shall select Term Loan Advances to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any accrued but unpaid interest Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (including interest on the amount c) of the principal being prepaid) and fees then due and owing, equal definition of “Prepayment Event” shall be applied to 100% the Class or Classes of Loans selected by the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrower. (iv) In Notwithstanding the event foregoing, any Obligor Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates an Asset Sale Term Loans pursuant to this Section 9.09(l2.04 (other than an optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (v) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of a Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount (not subject to any Prepayment Premium) equal to 75% that would be permitted in the case of an advance of an Advance of the Net Partnership Agreement Proceeds received by such Obligor same Type as provided in connection with such Asset Sale.Section 2.02, except as necessary to apply fully the required amount of a mandatory

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date Mandatory partial principal payments shall be deemed due from time to be the “Redemption Date” for purposes of such calculation)time if, as follows: (i) In due to any reduction in the event Unencumbered Pool Value or in the Adjusted Unencumbered NOI, whether by an Unencumbered Property failing to continue to satisfy the requirement for qualification as an Eligible Unencumbered Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered NOI attributable to any Unencumbered Property, the Outstanding Facility Amount shall be in excess of the maximum amount permitted under clauses (e) or (f) of Section 6.17 or (ii) without limiting the effect of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term other provision of this Agreement toward requiring such a principal payment, any of the replacement categories of the Obligations described in clauses (i) - (iii) of Section 2.1 shall be in excess of the maximum amount set forth in the applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or repair such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of destroyed or damaged property; provided, further, that any such replaced reduction arising from results reported in a quarterly financial statement of Borrower and related compliance certificate, ten (10) Business Days after delivery of such quarterly financial statement and compliance certificate under Section 6.1 evidencing such reduction or repaired property shall be Collateral (ii) in which all other cases, ten (10) Business Days after Borrower’s receipt of notice from the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor such failure to continue to qualify as an Unencumbered Property or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive such reduction in the amount contributed to the Adjusted Unencumbered NOI or Unencumbered Pool Value or of any Prepayment Premium, any accrued but unpaid interest (including interest on such excess over the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersapplicable maximum amount. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event that any item of Eligible Inventory shall be sold or assigned by any Borrower or any Marine Subsidiary of such Borrower, or the ownership interests (whether Stock or otherwise) of any Casualty EventBorrower in any Marine Subsidiary of such Borrower owning record or beneficial title to any item of Eligible Inventory shall be sold or transferred, then such Borrower shall immediately prepay the Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an amountOwner Trustee, inclusive or the sale or assignment of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower's or any of its Subsidiaries with respect thereto; providedMarine Subsidiary's beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, howevershall be considered a sale or assignment, so long as no Default or Event of Default has occurred and is continuingthe case may be, within one hundred eighty (180) days after receipt of such Net Cash ProceedsEligible Inventory by such Borrower or such Marine Subsidiary, as the Obligors case may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsbe. (iib) In the event any Obligor or that any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofthe Eligible Inventory shall have sustained a Casualty Loss, an amount, inclusive the applicable Borrower shall promptly notify Agent and Lenders of such Casualty Loss and make arrangements reasonably acceptable to the Agent to cause any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof all cash proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed Borrower to be paid to Lenders as a consent prepayment hereunder. To the extent not so prepaid, the Loan funded with respect to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only Eligible Inventory will nevertheless be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received paid by such Obligor Borrower as provided in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.2.1. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay On the Term Loans in amounts as provided below, it being agreed that next Business Day following the relevant payment date shall be deemed Company consummating any public or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (other than any issuance of Common Stock to be the “Redemption Date” for purposes of such calculationgeneral public), as follows: Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to the Holder’s conversion rights set forth herein, pay to the Holder in cash an amount equal to (i) in the case of a Subsequent Offering other than an Equity Line of Credit, 25% of the net proceeds of such Subsequent Offering and (ii) in the case of Subsequent Offering that is an Equity line of Credit, 17.5% of the net proceeds, to repay the Obligations (a “Mandatory Prepayment Amount”). The Mandatory Prepayment Amount shall not be subject to the Cash Payment Fee. The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected net proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Subsequent Offering; provided, that, if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may convert the Note in the amount of such payment and, in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on that the amount terms of the principal being prepaid) and fees then due and owingSubsequent Offering do not provide for the repayment in cash in full of all outstanding Obligations, equal the Holder may choose, in its sole discretion, to 100% adjust the Conversion Price to match the price of the Net Cash Proceeds received Common Stock issued or implied by such Subsequent Offering. This Section 2(b) is merely a requirement to redeem this Note and not an authorization to consummate any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Subsequent Offering otherwise prohibited by the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Transaction Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up toto $1,000,000 with respect to any loss, but not exceeding $4,000,000 2,000,000 in the aggregate for all losses in the aggregate under all casualty policies during the term of this Agreement Agreement, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any partial prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any partial prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers In addition to and without limiting any provision of any Loan Document: (a) If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Term Loans in amounts as provided belowLoan and all other Obligations (other than, it being agreed indemnity obligations under the Loan Documents that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees are not then due and owing, equal payable or for which any events or claims that would give rise thereto are not then pending) in full in cash together with accrued interest thereon to 100% the date of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred prepayment and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative other amounts owing to Agent for the benefit of the and Lenders has been granted a security interest under the Security Loan Documents. (b) If Borrower, in any transaction or series of related transactions, (i) sells any Pledged Receivable or other Collateral notwithstanding that such disposition is prohibited in this Agreement, (ii) In the event receives any Obligor property damage insurance award or any other insurance proceeds of its Subsidiaries incurs Indebtedness any kind in connection with any Unit within which a Vacation Ownership Interest is situated and related to a Pledged Receivable and does not apply such funds to repair or replace the damaged Unit or (iii) receives any insurance award with respect to a Vacation Ownership Interest related to any Pledged Receivable, then it shall, subject to, in the case of the foregoing clauses (b)(ii) and (b)(iii), the terms of the Club Trust Agreement and any applicable Declaration, deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than Indebtedness indemnity obligations under the Loan Documents that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees are not then due and owing, equal to 100% payable or for which any events or claims that would give rise thereto are not then pending)) of the Net Cash Proceeds cash proceeds thereof received by such Person. For (net of reasonable transaction costs and expenses and taxes) to the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersLockbox Account. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Mandatory partial principal payments shall prepay be due from time to time if the Term Loans Outstanding Facility Amount on any day shall be in amounts excess of the maximum amount permitted under clauses (e) or (f) of Section 6.17, due to any reduction in the Unencumbered Pool Value or in the Adjusted NOI of the Unencumbered Properties, whether by an Unencumbered Property failing to continue to satisfy the requirement for qualification as provided belowan Eligible Unencumbered Property or by a reduction in the Unencumbered Pool Value or the Adjusted NOI attributable to any Unencumbered Property, or due to any increase in the amount of Unsecured Indebtedness or of Unsecured Debt Service (each, an “Unsecured Ratio Violation”). Such principal payments shall be in the amount needed to cure such Unsecured Ratio Violation, it being agreed and understood that the relevant payment date no Unmatured Default, or Default shall be deemed to have occurred with respect to such Unsecured Ratio Violation (and no event the consummation of which was contingent upon the absence of an Unmatured Default or Default prohibited solely due to the occurrence of an Unsecured Ratio Violation) so long as such principal prepayment is made in accordance with the following sentence. Such mandatory principal payments shall be the “Redemption Date” for purposes of such calculation), as follows: due and payable (i) In in the event case of any Casualty Eventsuch reduction arising from reductions in Unencumbered Pool Value or Adjusted NOI as reported in a quarterly financial statement of Borrower and related compliance certificate, an amountten (10) Business Days after delivery of such quarterly financial statement and compliance certificate under Section 6.1 evidencing such reduction or (ii) in all other cases, inclusive of any Prepayment Premium, any accrued but unpaid interest ten (including interest on the amount of the principal being prepaid10) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days Business Days after Borrower’s receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which notice from the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentssuch Unsecured Ratio Violation. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event that any item of Eligible Inventory shall be sold or assigned by any Borrower or any Marine Subsidiary of such Borrower, or the ownership interests (whether stock or otherwise) of any Casualty EventBorrower in any Marine Subsidiary of such Borrower owning record or beneficial title to any item of Eligible Inventory shall be sold or transferred, then such Borrower shall immediately prepay the Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an amountOwner Trustee, inclusive or the sale or assignment of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower’s or any of its Subsidiaries with respect thereto; providedMarine Subsidiary’s beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, howevershall be considered a sale or assignment, so long as no Default or Event of Default has occurred and is continuingthe case may be, within one hundred eighty (180) days after receipt of such Net Cash ProceedsEligible Inventory by such Borrower or such Marine Subsidiary, as the Obligors case may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsbe. (iib) In the event any Obligor or that any of its Subsidiaries incurs Indebtedness other the Eligible Inventory shall have sustained a Casualty Loss, the applicable Borrower shall promptly but in no event more than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive ten days after such Casualty Loss notify Agent and Lenders of such Casualty Loss and make arrangements reasonably acceptable to the Agent to cause any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof all cash proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed Borrower to be paid to Lenders as a consent prepayment hereunder. To the extent not so prepaid, the Loan funded with respect to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only Eligible Inventory will nevertheless be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received paid by such Obligor Borrower as provided in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.2.1. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event that any item of Eligible Inventory shall be sold or assigned by any Borrower or any Marine Subsidiary of such Borrower, or the ownership interests (whether stock or otherwise) of any Casualty EventBorrower in any Marine Subsidiary of such Borrower owning record or beneficial title to any item of Eligible Inventory shall be sold or transferred, then such Borrower shall immediately prepay the Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an amountOwner Trustee, inclusive or the sale or assignment of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower's or any of its Subsidiaries with respect thereto; providedMarine Subsidiary's beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, howevershall be considered a sale or assignment, so long as no Default or Event of Default has occurred and is continuingthe case may be, within one hundred eighty (180) days after receipt of such Net Cash ProceedsEligible Inventory by such Borrower or such Marine Subsidiary, as the Obligors case may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsbe. (iib) In the event any Obligor or that any of its Subsidiaries incurs Indebtedness other the Eligible Inventory shall have sustained a Casualty Loss, the applicable Borrower shall promptly but in no event more than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive ten days after such Casualty Loss notify Agent and Lenders of such Casualty Loss and make arrangements reasonably acceptable to the Agent to cause any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof all cash proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed Borrower to be paid to Lenders as a consent prepayment hereunder. To the extent not so prepaid, the Loan funded with respect to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only Eligible Inventory will nevertheless be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received paid by such Obligor Borrower as provided in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.2.1. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received If Indebtedness is incurred by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty Group Member (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by under Section 9.01 hereof6.2), then on the date of such issuance or incurrence, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such PersonAsset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default has occurred and is continuing, two Business Days) after the date of receipt by any Group Member of such Net Cash Proceeds, an amount equal to 100% of the amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e) (any such amounts not required to prepay the Term Loans as a result of application of this clause, the “Retained Asset Sale Proceeds”, which shall not, however, include any proceeds incurred in connection with Sale and Leaseback Transactions permitted pursuant to Section 6.10); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Term Loan Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or Foreign Recovery Event, the Term Loan Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in such Net Cash Proceeds; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof (if such amounts were distributed), or the inclusion of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof in Net Cash Proceeds for purposes of calculating any repayment obligation pursuant to this paragraph, as applicable, would not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. For the avoidance of doubt, in no event shall the Term Loan Borrower be required to repatriate cash at Foreign Subsidiaries. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term B Loans, as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof (if such amounts were distributed), or the inclusion of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof in Excess Cash Flow for purposes of calculating any repayment obligation pursuant to this paragraph, would not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and at such time (if applicable), shall prepay the Term B Loans by the amount thereof in accordance with this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j2.14(c)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, in no event shall the Term Loan Borrowers be required to repatriate cash at foreign subsidiaries. (d) (i) The Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term A Loans (that is incurred to refinance Term A Loans) shall be used on a dollar-for-dollar basis for the repayment of Term A Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received and (ii) the Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term B Loans (that is incurred to refinance Term B Loans) shall be used on a dollar-for-dollar basis for the repayment of Term B Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment made of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 3.03(b)(iii) 2.14 shall not be deemed applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that if any Lenders exercise the right to waive a consent to any Asset Sale or a cure or waiver given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f) then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any time while a Specified Event of Default which occurs in connection therewithhas occurred and is continuing, it being understood that the applicable Administrative Agent may, and (y) at any such time while an Event of Default may only be waived with has occurred and is continuing, upon written direction from the express consent Required Lenders, the applicable Administrative Agent shall, apply any or all of such amounts to the Majority Lenderspayment of Eurodollar Loans. (ivf) In Any mandatory prepayment of (x) the event any Obligor or any of its Subsidiaries consummates an Asset Sale Term Loans to be made pursuant to Section 9.09(l2.14(b) shall be applied pro rata to the Term Loans under the Term Loan Facilities then outstanding based on the aggregate principal amounts of outstanding Term Loans of each Class under the Term Loan Facilities; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Class of Incremental Term A Loans, Incremental Term B Loans or Extended Term Loans under the Term Loan A Facility or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans under the Term Facilities and (y) Term B Loans to be made pursuant to Section 2.14(c) shall be applied pro rata to the Term B Loans then outstanding based on the aggregate principal amounts of outstanding Term B Loans; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Incremental Term B Loans or Extended Term Loans under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (g) Notwithstanding anything in this Section 2.14 to the contrary: (i) any Term Loan A Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan A Lender) may elect, by notice to the Term Loan A Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term A Loans pursuant to clauses (b) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term A Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan A Proceeds”); and (ii) any Term Loan B Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan B Lender) may elect, by notice to the Term Loan B Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term B Loans pursuant to clauses (b) and (c) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term B Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan B Proceeds”). (h) If for any reason, the Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.10), the Revolver Borrowers shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers (a) Promptly, and in any event within 15 Business Days, following the Disposition (other than a Casualty or Condemnation Event) of all or any portion of Specified Property or all or any portion of the Equity Interests in ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary (whether in a single transaction or series of related transactions), the Company shall prepay the Term Loans Notes in amounts as provided below, it being agreed that an amount equal to the relevant payment date shall be deemed to be the “Redemption Date” for purposes Net Cash Proceeds of such calculation), as follows: (i) Disposition. In the event of any a Casualty or Condemnation Event, an amountpromptly, inclusive of and in any Prepayment Premiumevent within 15 Business Days, following the receipt by the Company, ▇▇▇▇▇ Oxford, any accrued but unpaid interest (including interest on ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary of Net Insurance/Condemnation Proceeds stemming from such Casualty or Condemnation Event, the Company shall prepay the Notes in an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoInsurance/Condemnation Proceeds; provided, however, provided that no such prepayment shall be required so long as (i) no Default or Event of Default has occurred and is continuing, (ii) within one hundred eighty (180) days after 10 Business Days of receipt of such Net Cash ProceedsInsurance/Condemnation Proceeds the Company delivers a certificate to the Purchasers certifying as to its intent to repair, rebuild or replace such asset and that it has sufficient cash or other sources of liquidity to do so, and (iii) such repair, rebuild or replacement is completed within one year from the Obligors may apply date such Net Insurance/Condemnation Proceeds are received by the Net Cash Proceeds of any casualty policy up toCompany, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement ▇▇▇▇▇ Oxford, such ▇▇▇▇▇ Oxford Entity or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents▇▇▇▇▇ Oxford Subsidiary. (iib) In Promptly, and in any event within 10 Business Days, following the event merger or consolidation of the Company, ▇▇▇▇▇ Oxford, any Obligor ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary (whether in a single transaction or series of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofrelated transactions), the Company shall prepay the Notes in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor the Company, ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary in connection with such Asset Sale. For merger or consolidation. (c) Within 10 Business Days following a Change of Control effected without the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express prior written consent of the Majority LendersRequired Holders, the Company shall prepay the Notes in an amount equal to the aggregate principal amount of the Notes then outstanding. (ivd) In Promptly, and in any event within 15 Business Days, following the event incurrence of any Obligor or any of its Subsidiaries consummates an Asset Sale Indebtedness pursuant to Section 9.09(l)9.3(b)(ii) or any Indebtedness not permitted by Section 9.3 of this Agreement by the Company, ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary, the Company shall prepay the Notes in an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Cash Proceeds of such Indebtedness. In addition, if any Indebtedness is incurred pursuant to Section 9.3(b)(i) of this Agreement Proceeds received by such Obligor in an amount that exceeds the Indebtedness being refinanced thereby (and any reasonable premiums and other reasonable amounts paid, including accrued and unpaid interest and any fees and expenses reasonably incurred in connection with such Asset Salerefinancing), the Company shall prepay the Notes in an amount equal to such excess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion of any Casualty Eventa Prepayment Event listed in clause (a) of the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an amount, inclusive aggregate amount equal to 33.33% of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of such Net Cash Proceeds. (ii) In the principal being prepaidevent and on each occasion of a Prepayment Event listed in clause (b) and fees then due and owingof the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds, provided that, in the case of any event described in clause (b)(ii) of the definition of Prepayment Event, if the Obligor applies the Net Cash Proceeds received by any Obligor from such event (or any a portion thereof) (i) within 90 days after receipt of its Subsidiaries with respect thereto; provided, however, so long as such Net Cash Proceeds and (ii) at a time when no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt to acquire assets to be used or useful in the business of such Net Cash ProceedsObligor, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property then no prepayment shall be Collateral required pursuant to this paragraph in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% respect of the Net Cash Proceeds thereof received by in respect of such Person. For event (or the avoidance portion of doubtsuch Net Cash Proceeds specified in such certificate, any prepayment made pursuant if applicable) except to this Section 3.03(b)(ii) shall not be deemed to be a consent to the extent of any such incurrence Net Cash Proceeds therefrom that have not been so applied by the end of Indebtedness or such 90 day period, as applicable, at which time a cure or waiver of any Event of Default which occurs prepayment shall be required in connection therewith, it being understood an amount equal to such Net Cash Proceeds that any such Event of Default may only be waived with the express consent of the Majority Lendershave not been so applied. (iii) In the event any Obligor or any and on each occasion of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof a Prepayment Event listed in clause (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount c) of the principal being prepaid) and fees then due and owingdefinition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds received by amount of such proceeds, provided that, if the respective Obligor in connection with applies the proceeds from such Asset Sale. For event (or a portion thereof) (i) within 180 days after receipt of such proceeds and (ii) at a time when no Event of Default has occurred and is continuing, to repair, restore or replace the avoidance of doubtproperty or asset which gave rise to the Prepayment Event, any then no prepayment made shall be required pursuant to this Section 3.03(b)(iiiparagraph in respect of the proceeds in respect of such event (or the portion of such proceeds specified in such certificate, if applicable) shall not be deemed except to be a consent to any Asset Sale or a cure or waiver the extent of any Event such proceeds therefrom that have not been so applied by the end of Default such 180 day period, as applicable, at which occurs time a prepayment shall be required in connection therewith, it being understood an amount equal to such proceeds that any such Event of Default may only be waived with the express consent of the Majority Lendershave not been so applied. (iv) In the event any Obligor or any and on each occasion of its Subsidiaries consummates a Prepayment Event listed in clause (d) of the definition thereof, the Borrower shall, within five Business Days after the payments referred to therein are made, prepay Term Loans in an Asset Sale pursuant to Section 9.09(l), an aggregate amount (not subject to any Prepayment Premium) equal to 75% of the amount of payments made in such Prepayment Event. (v) In the event and on each occasion of a Prepayment Event listed in clause (e) of the definition thereof, the Borrower shall, within five Business Days after the Net Partnership Agreement Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of such Obligor Net Cash Proceeds. (vi) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be paid to the Lenders in connection accordance with their respective Pro Rata Shares. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant this Section 2.05(b) at least five (5) days prior to the date of such Asset Saleprepayment. Each such notice shall specify the date of such pre-payment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the applicable prepayment.

Mandatory Prepayments. The Borrowers If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from the Incurrence of any Indebtedness (other than Excluded Indebtedness), the Borrower shall prepay the Term Loans in amounts as provided below, it being agreed that on a pro rata basis on the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, receipt in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoProceeds; provided, howeverthat if at the time of such prepayment such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt then the Borrower may apply 100% of such Net Cash ProceedsProceeds to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the Obligors may apply the Net Cash Proceeds date of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertysuch receipt; provided, further, that (A) any prepayment, redemption or repurchase of such replaced or repaired property Other Applicable Indebtedness shall be Collateral in which at par (or less than par), (B) the Administrative Agent for portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the benefit of amount required to be allocated to such Other Applicable Indebtedness pursuant to the Lenders has been granted a security interest under the Security Documents. terms thereof, (iiC) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% prepayment of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made Term Loans that would otherwise have been required pursuant to this Section 3.03(b)(ii4.2(a) shall not be deemed reduced accordingly and (D) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be a consent applied to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs prepay the Term Loans in connection therewith, it being understood that any such Event of Default may only be waived accordance with the express consent of the Majority Lendersterms hereof. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Subject to subsection (e) of this Section, upon the receipt by the Borrower or any of its Subsidiaries (other than a Joint Venture Subsidiary) of Net Cash Proceeds in respect of any Prepayment Event, the Borrower shall prepay the Term Loans in amounts as provided below, it being agreed that an amount equal to such Net Cash Proceeds. Each such prepayment shall be required to be made on the last day of the reinvestment period for the relevant payment Prepayment Event as set forth in the definition of "Net Cash Proceeds" or, if earlier, the date shall be deemed on which the Borrower decides to be prepay the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of Term Loans with the Net Cash Proceeds received by of such Prepayment Event; provided that if the Net Cash Proceeds in respect of any Obligor or any of its Subsidiaries with respect thereto; providedPrepayment Event are less than $25,000,000, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt such prepayment shall be required until the amount of such Net Cash Proceeds, together with the Obligors may apply the amount of all other Net Cash Proceeds in respect of which no prepayment under this subsection (c) shall have theretofore been made, are equal to at least $25,000,000. Pending the final application of Major Casualty Proceeds or any casualty policy up tocash proceeds in respect of an Asset Sale, but not exceeding $4,000,000 for all losses a Debt Incurrence or an Equity Issuance in accordance with the aggregate during the term terms of this Agreement toward Agreement, the replacement Borrower may temporarily repay Revolving Loans or repair of destroyed or damaged property; provided, further, that otherwise invest such amounts in any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness manner that is permitted not prohibited by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersAgreement. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (i) From and after the Closing Date, if the Parent or any Restricted Subsidiary shall at any time or from time to time incur any Indebtedness (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 7.1 (other than Refinancing Indebtedness, Refinancing Notes and Refinancing Term Loans and Replacement Revolving Credit Commitments to the extent the proceeds are used to refinance any Class or tranche of Term Loans in accordance herewith, which proceeds shall be so applied)), then promptly and in any event within five (5) Business Days of receipt by the Parent or the Restricted Subsidiary of the Net Cash Proceeds from the incurrence of such Indebtedness, the Borrower shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the amount of all such Net Cash Proceeds received by any Obligor Proceeds. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class or tranche, pro rata, until paid in full. (ii) From and after the Closing Date, if the Parent or any Restricted Subsidiary shall at any time or from time to time make any Asset Sale or shall suffer an Event of its Subsidiaries with Loss resulting in Net Available Cash in excess of $50,000,000 in the aggregate for all such Asset Sales or Events of Loss in any fiscal year of the Parent, then promptly and in any event within five (5) Business Days of receipt by the Parent or the Restricted Subsidiary of the Net Available Cash of such Asset Sale or such Event of Loss, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of all such Net Available Cash in excess of the amount specified above; provided that, in the case of each Asset Sale and Event of Loss, if the Parent or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the later of the date of the applicable Asset Sale or receipt of Net Available Cash from an Event of Loss, an amount equal to the amount of Net Available Cash thereof in Additional Assets, or make Capital Expenditures that are used or useful in a Related Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale or Event of Loss (such amount, the “Reinvested Deferred Amount”), then the Borrower shall not be required to make a mandatory prepayment under this Section in respect theretoof such Reinvested Deferred Amount to the extent such Reinvested Deferred Amount is actually invested or reinvested within such twelve-month period, or the Parent or a Restricted Subsidiary has committed to so invest or reinvest such Reinvested Deferred Amount during such twelve-month period and such Reinvested Deferred Amount is so reinvested within 180 days after the expiration of such twelve-month period; provided, however, that if any Reinvested Deferred Amount has not been so long as no Default invested or Event reinvested prior to the expiration of Default has occurred and is continuingthe applicable period, within one hundred eighty (180) days after receipt the Borrower shall promptly prepay the Term Loans in the amount of such Net Cash Proceeds, Reinvested Deferred Amount in excess of the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but amount specified above not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement so invested or repair of destroyed or damaged propertyreinvested; provided, further, that if, at the time that any such replaced prepayment would be required hereunder, the Borrower is required to prepay or repaired property offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such amount of Net Available Cash (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrower may apply such amount of Net Available Cash on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount)) at such time; provided, further, that the portion of such amount of Net Available Cash allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Available Cash required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such amount of Net Available Cash shall be Collateral allocated to the Term Loans in which accordance with the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 terms hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on and the amount of the principal being prepaid) and fees then due and owing, equal to 100% prepayment of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made Term Loans that would have otherwise been required pursuant to this Section 3.03(b)(ii2.8(c)(ii) shall not be deemed reduced accordingly. The amount of each such prepayment shall be applied to be a consent to any such incurrence the outstanding Term Loans of Indebtedness each Class or a cure or waiver of any Event of Default which occurs tranche pro rata, until paid in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersfull. (iii) In The Borrower shall, on each date the event any Obligor Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or any cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Issuing Banks) outstanding Letters of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted Credit by Section 9.09 hereof (other than Section 9.09(j)), an the amount, inclusive if any, necessary to reduce the sum of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount of to which the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersRevolving Credit Commitments have been so reduced. (iv) In Notwithstanding any provision under this Section 2.8(c) to the event contrary, (A) any Obligor or any of its Subsidiaries consummates an Asset Sale amounts that would otherwise be required to be paid by the Borrower pursuant to Section 9.09(l2.8(c)(ii) above shall not be required to be so prepaid to the extent any such Asset Sale is consummated by a Subsidiary of the Parent or such Net Available Cash in respect of any Event of Loss are received by a Subsidiary of the Parent, for so long as the repatriation to the United States, Canada or other relevant jurisdiction of any such amounts would be prohibited under any Applicable Law (including any such laws with respect to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) if the Parent determines in good faith that the repatriating of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any withholding tax) (such amount in clauses (A) and (B), an a “Restricted Asset Sale Amount”), the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.8(c)(ii) shall be reduced by the Restricted Asset Sale Amount until such time as it may repatriate such Restricted Asset Sale Amount without incurring such tax liability. (not subject v) Notwithstanding the foregoing, each Term Lender shall have the right to reject its applicable Term Loan Percentage of any Prepayment Premium) equal to 75% mandatory prepayment of the Net Partnership Agreement Proceeds received Term Loans pursuant to Section 2.8(c)(i) (other than Refinancing Indebtedness in respect of the Term Loans) and (ii) above (each such Lender, a “Rejecting Lender”); provided that any amount rejected by a Rejecting Lender shall be offered on a pro rata basis to the Term Lenders, which they may elect to decline such Obligor in connection with such Asset Saleprepayment, and thereafter any amounts so rejected may be retained by the Borrower.

Mandatory Prepayments. The (i) Immediately upon receipt of notice by Agent that the outstanding principal balance of the Term Loan exceeds the then extant Maximum Term Loan Amount, Borrower shall prepay the Term Loan in accordance with clause (d) below in an amount equal to such excess. (ii) Immediately upon any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of property or assets (other than sales or dispositions which qualify as Permitted Dispositions under clauses (b), (c), (e), and (g)) of the definition of Permitted Dispositions): (A) If the proceeds are from the sale or disposition of any Eligible Equipment, Borrowers shall prepay the Term Loans outstanding Obligations in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: accordance with clause (id) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of below with the Net Cash Proceeds received by any Obligor such Person in connection with such sale or any disposition in an amount equal to the lesser of its Subsidiaries with respect thereto; provided(i) 100% of such Net Cash Proceeds, however, and (ii) 100% of the Gross Liquidation Value of such Eligible Equipment based on the most recent appraisal of such Eligible Equipment. Any remaining Net Cash Proceeds shall be applied as follows: (A) so long as no Default or Event of Default has shall have occurred and is be continuing, within one hundred eighty (180x) days after receipt 50% of such Net Cash ProceedsProceeds shall be retained by Borrower, and (y) the Obligors may apply the remaining Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral used by Borrowers to prepay the outstanding Obligations in which accordance with clause (d) below, and (B) otherwise, 100% of such Net Cash Proceeds shall be used by Borrowers to prepay the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsoutstanding Obligations in accordance with clause (d) below. (iiB) In If the event any Obligor proceeds are from the sale or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive disposition of any Prepayment Premiumother property or assets, any accrued but unpaid interest Borrowers shall prepay the outstanding Obligations in accordance with clause (including interest on the d) below in an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor Person in connection with such Asset Salesale or disposition if the aggregate amount of Net Cash Proceeds received by Parent and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $150,000 in any fiscal year. For Nothing contained in this subclause (ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (iii) Immediately upon the avoidance receipt by Parent or any of doubtits Subsidiaries of any Extraordinary Receipts in excess of $50,000 individually or $250,000 in the aggregate during any Fiscal Year (other than Extraordinary Receipts from the Asiana Claim), Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any prepayment made pursuant reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), or (e) of Section 7.1), or the sale or issuance by Parent or any of its Subsidiaries of any shares of its Capital Stock, Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (d) in an amount equal to 100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with such sale, issuance, or incurrence. The provisions of this Section 3.03(b)(iiisubsection (iv) shall not be deemed to be a implied consent to any Asset Sale such sale, issuance, or a cure or waiver incurrence otherwise prohibited by the terms and conditions of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersthis Agreement. (ivv) In the event any Obligor If Parent or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(lhas any Excess Cash Flow for any fiscal year (the “Relevant Fiscal Year”), commencing with the fiscal year ending February 29, 2004, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount (not subject to any Prepayment Premiumthe “Excess Cash Flow Amount”) equal to 75% of such Excess Cash Flow. Such Excess Cash Flow shall be paid on or before the Net Partnership first day of the second fiscal quarter of the fiscal year following the Relevant Fiscal Year. Notwithstanding the foregoing, (x) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if there are any Borrowings during (i) the last 5 days of Parent’s first fiscal quarter of its fiscal year immediately following the Relevant Fiscal Year, or (ii) the last 20 Business Days of the Excess Cash Flow Offer (as defined in the Indenture), and (y) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow to the extent that Parent would have less than $30,000,000 available to be borrowed under this Agreement Proceeds received upon consummation of the Excess Cash Flow Offer (as defined in the Indenture), after giving pro forma effect to the purchase of Notes (as defined in the Indenture) in the Excess Cash Flow Offer (as defined in the Indenture). Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if the Excess Cash Flow Amount is less than $5,000,000. (vi) Immediately upon the receipt by Parent or any of its Subsidiaries of any insurance proceeds related to a casualty or loss of Collateral or the payment of any award or compensation for condemnation or taking by eminent domain, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Obligor proceeds or payment, net of any reasonable expenses incurred in connection with collecting such Asset Saleproceeds or payment.

Mandatory Prepayments. The Borrowers Upon the occurrence of (x) a Casualty Event which, when take together with all other Casualty Events occurring in any fiscal year, results in net insurance proceeds in excess of $250,000 in such fiscal year, or (y) an Asset Sale (not otherwise permitted by Section 9.09) which, when take together with all other such Asset Sales occurring in any fiscal year, results in net sale proceeds in excess of $250,000 in such fiscal year, the Borrower shall prepay make a mandatory prepayment to the Term Loans Lender in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds net insurance or net sale proceeds, as the case may be, received by any Obligor or any the Borrower in respect of its Subsidiaries with respect theretothe forgoing, which amount shall be applied as set forth in Section 3.03(c); provided, howeverprovided that, so long as no Default or Event of Default has shall have occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceedsbe continuing or shall result therefrom, the Obligors Borrower may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof use proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such any Casualty Event or Asset Sale, as the case may be, to acquire or repair fixed or capital assets useful in the Borrower’s or its Subsidiaries’ businesses, as long as such investment is made within six (6) months of such Casualty Event or Asset Sale, as the case may be, or nine (9) months of such Casualty Event or Asset Sale, as the case may be, so long as Borrower or its Subsidiaries has entered into a binding contract therefor within six (6) months of the Casualty Event or Asset Sale, as the case may be, in which case, no prepayment is required hereunder. For Any term or provision hereof to the avoidance of doubtcontrary notwithstanding, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a unless the Required Lenders otherwise consent to any in writing, no Asset Sale is permitted hereunder or a cure or waiver of under any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other Loan Document other than as expressly permitted pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale9.09.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date (a) If any Capital Stock shall be deemed issued by the Borrower at any time after the date hereof (other than any such Capital Stock issued to be the “Redemption Date” for purposes of such calculationcurrent or former directors, officers and employees pursuant to stock option or other benefit plans), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received shall be applied no later than the first Business Day following the date of such issuance toward the prepayment of the Loans and, on the earlier of the date of such application and such first Business Day, the Commitments shall be reduced by such Person. For the avoidance of doubtamount, any prepayment made pursuant to this in each case as set forth in Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.09(d). (iiib) In If any Indebtedness for borrowed money shall be issued or incurred by the event any Obligor Borrower or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 at any time after the date hereof in any offering of debt securities or under any loan, credit or similar facilities (other than Section 9.09(j)this Agreement), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received thereof shall be applied no later than the first Business Day following the settlement date of such issuance or incurrence toward the prepayment of the Loans and, on the earlier of the date of such application and such first Business Day, the Commitments shall be reduced by such Obligor amount, in each case as set forth in Section 2.09(d); provided that this paragraph shall not apply to the Net Cash Proceeds of (i) any Indebtedness incurred by the Target and its Subsidiaries, except to the extent that the Borrower is capable of directing the Net Cash Proceeds of such Indebtedness for use in connection with such Asset Sale. For the avoidance of doubtOffer, the Merger or the Target Refinancing, (ii) any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to Indebtedness under the Existing Agreement or any Asset Sale other existing debt security or a cure loan, credit or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent similar facility of the Majority Lenders. Borrower, the Target or any of their respective Subsidiaries, (iii) any Indebtedness issued or incurred for working capital purposes or otherwise in the ordinary course of business (including project financing and purchase money and other Indebtedness incurred to finance the acquisition, construction or improvement of assets), (iv) In Indebtedness of the event any Obligor Borrower or any of its Subsidiaries consummates an to the Borrower or any of its Subsidiaries, (v) any commercial paper or securitization facilities entered into in the ordinary course of business and (vi) any Indebtedness that refinances, extends, renews or replaces any Indebtedness of the Borrower or its Subsidiaries referred to in clause (i) or (ii) above (or any refinancing Indebtedness referred to in this clause (vi)), other than any such refinancing Indebtedness incurred in connection with the Target Refinancing, provided that (x) the aggregate principal amount of Indebtedness that refinances, extends, renews or replaces the Existing Agreement may not exceed by more than $550,000,000 in the aggregate the sum of the aggregate principal amount of Indebtedness and unused commitments under the Existing Agreement and (y) the aggregate principal amount of all such refinancing Indebtedness (other than any such Indebtedness referred to in clause (x) above) may not exceed by more than $25,000,000 the sum of the aggregate principal amount of Indebtedness and unused commitments (other than Indebtedness and unused commitments under the Existing Agreement) that are the subject of such refinancings, extensions, renewals or replacements. (c) If the Borrower or any of its Subsidiaries shall consummate any Asset Sale pursuant to Section 9.09(l)at any time after the date hereof, an amount (not subject to any Prepayment Premium) equal to 75100% of the Net Partnership Agreement Cash Proceeds received thereof shall be applied no later than the third Business Day following the date of consummation thereof toward the prepayment of the Loans and, on the earlier of the date of such application or such third Business Day, the Commitments shall be reduced by such Obligor amount, in each case as set forth in Section 2.09(d); provided that this paragraph shall not apply to the Net Cash Proceeds of any Asset Sale by the Target and its Subsidiaries, except to the extent that the Borrower is capable of directing the Net Cash Proceeds of such Asset Sale for use in connection with the Offer, the Merger or the Target Refinancing. (d) Net Cash Proceeds referred to in paragraphs (a), (b) and (c) of this Section shall, on the date specified in such Asset Saleparagraphs, (i) result in a reduction of the Commitments by the amount of such Net Cash Proceeds and (ii) if received on or after the Closing Date, be applied to the prepayment of the Loans. Prior to any prepayment of Loans under this Section, the Borrower shall specify the Borrowing or Borrowings to be prepaid (or, if no such specification shall have been provided, the Administrative Agent shall apply such prepayment, first, to ABR Borrowings and, second, to Eurodollar Borrowings in direct order of the next succeeding Interest Payment Dates therefor). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.11. (e) At the option of the Borrower, amounts to be applied to prepay Eurodollar Borrowings shall, if such prepayment would not occur on the last day of the relevant Interest Period, be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay the relevant Eurodollar Borrowings on the last day of the respective Interest Periods therefor (or, at the direction of the Borrower, on any earlier date). For purposes of this Agreement, the term “Prepayment Account” shall mean an account established by the Borrower with the Administrative Agent. The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in cash equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Borrowings to be prepaid, provided that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any applicable law or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Periods therefor is not less than the amount that would have been available had no investments been made. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited and reinvested and disbursed as described above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent shall apply amounts on deposit in the Prepayment Account to prepay the Eurodollar Borrowings.

Mandatory Prepayments. The Borrowers shall prepay (a) No later than the Term Loans third (3rd) Business Day (or such later date as agreed to by the Administrative Agent and the Lenders in amounts as provided below, it being agreed that their sole discretion) following the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received receipt by any Obligor Holdings or any of its Subsidiaries of any Net Cash Proceeds from any sale or disposition by Holdings or any of its Subsidiaries of any assets in an aggregate amount exceeding $1,000,000, the Borrower shall prepay the Obligations in an amount equal to the Net Cash Proceeds of such sale or disposition; provided that (i) the Borrower shall not be required to prepay the Obligations with respect thereto; provided, however, to proceeds from the sale or disposition of assets in the ordinary course of business (including obsolete or worn-out equipment no longer useful in its business) or in connection with Permitted Reinsurance Activities in the ordinary course of business and consistent with industry practice (including the “InsureTech” industry) and (ii) so long as no Default or Event of Default has shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is continuinga Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days after of receipt thereof or, in the case of proceeds that have been contractually committed to be reinvested as described in this Section 2.11(a) within such one hundred eighty (180)-day period, within three hundred sixty-five (365) days following the date of receipt of such proceeds, in assets of the general type used in the business of the Borrower and its Subsidiaries (excluding cash or cash equivalents) so long as such proceeds received by a Loan Party are held in Controlled Account(s) subject to Control Account Agreement(s) until reinvested; provided, further that. the obligation of the Borrower to prepay the Obligations under this subsection (a) shall also not apply solely to the extent that (A) the sale or disposition was consummated by any Insurance Subsidiary (or Subsidiary thereof) of any of such Insurance Subsidiary’s assets (or the assets of a Subsidiary thereof) and (B) the dividend of such Net Cash ProceedsProceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Obligors may Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (a). Any such prepayment shall be applied in accordance with subsection (f) of this Section. FOR THE AVOIDANCE OF DOUBT, ANY MANDATORY PAYMENT OR PREPAYMENT PURSUANT TO THIS SECTION 2.11(a) SHALL BE MADE TOGETHER WITH THE PREPAYMENT PREMIUM PURSUANT TO SECTION 2.13 (IF REQUIRED UNDER SUCH SECTION). (b) No later than the third (3rd) Business Day (or such later date as agreed to by the Administrative Agent and the Lenders in their sole discretion) following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings (which, for the avoidance of doubt, shall not include reinsurance) in an aggregate amount exceeding $1,000,000, the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds; provided that so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (b) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days of receipt thereof or, in the case or proceeds that have been contractually committed to be reinvested as described in this Section 2.11(b) within such one hundred eighty (180)-day period, within three hundred sixty-five (365) days following the date of receipt of such proceeds, in assets of the general type used in the business of the Borrower and its Subsidiaries (excluding cash or cash equivalents) so long as such proceeds received by a Loan Party are held in Controlled Account(s) subject to Control Account Agreement(s) until reinvested; provided, further, that, the obligation of the Borrower to prepay the Obligations under this subsection (b) shall also not apply solely to the extent that (A) the Net Cash Proceeds of the casualty insurance policies or eminent domain, condemnation or similar proceedings were received by any casualty policy up to, but not exceeding $4,000,000 Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for all losses in the aggregate during the term application of this Agreement toward the replacement or repair of destroyed or damaged property; providedsubsection (b) is prohibited by applicable law (including, furtherwithout limitation, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive rules and regulations of any Prepayment PremiumInsurance Regulatory Authority), any accrued but unpaid interest it being understood and agreed that absent the prohibition set forth in clause (including interest on B), the amount of the principal being prepaidBorrower shall cause such Insurance Subsidiary (or Subsidiary thereof) and fees then due and owing, equal to 100% immediately make a dividend of the Net Cash Proceeds thereof received by to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (b). Any such Personprepayment shall be applied in accordance with subsection (f) of this Section. For the avoidance of doubt, no Prepayment Premium shall be due with respect to any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersclause (b). (iiic) In No later than the event any Obligor first (1st) Business Day (or such later date as agreed to by the Administrative Agent and the Lenders in their sole discretion) following the date of receipt by Holdings or any of its Subsidiaries consummates of any Net Cash Proceeds from any issuance of Indebtedness by Holdings or any of its Subsidiaries, the Borrower shall prepay the Obligations in an Asset Sale other than an Asset Sale amount equal to all such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1; provided, further, that, the obligation of the Borrower to prepay the Obligations under this subsection (c) shall also not apply solely to the extent that (A) the Net Cash Proceeds of such Indebtedness were incurred and received by any Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (c) is permitted prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (c). Any such prepayment shall be applied in accordance with subsection (f) of this Section. FOR THE AVOIDANCE OF DOUBT, ANY MANDATORY PAYMENT OR PREPAYMENT PURSUANT TO THIS SECTION 2.11(c) SHALL BE MADE TOGETHER WITH THE PREPAYMENT PREMIUM PURSUANT TO SECTION 2.13 (IF REQUIRED UNDER SUCH SECTION). (d) Upon the occurrence of a Change of Control, the Borrower shall prepay the Obligations, in full, unless such prepayment is waived in writing by all of the Lenders under this Agreement. Any such prepayment shall be applied in accordance with subsection (f) of this Section. FOR THE AVOIDANCE OF DOUBT, ANY MANDATORY PAYMENT OR PREPAYMENT PURSUANT TO THIS SECTION 2.11(d) SHALL BE MADE TOGETHER WITH THE PREPAYMENT PREMIUM PURSUANT TO SECTION 2.13 (IF REQUIRED UNDER SUCH SECTION). (e) [Reserved]. (f) Any prepayments made by the Borrower pursuant to subsection (a), (b), (c) or (d) of this Section shall be applied as follows: first, to the Administrative Agent’s and Lenders’ fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents, including pursuant to Section 2.20; second, to the Prepayment Premium due on the amount of prepayment required by Section 9.09 hereof 2.13 (other than Section 9.09(jif any)); third, an amount, inclusive of any Prepayment Premium, any to the accrued but unpaid interest (including interest due on the amount of the prepayment; and fourth, to the principal being prepaid) and fees then due and owing, equal to 100% balance of the Net Cash Proceeds received Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans. (g) [Reserved]. (h) The Borrower shall notify the Administrative Agent by such Obligor in connection with such Asset Sale. For the avoidance written notice of doubt, any prepayment made pursuant to clause (a), (b), (c) or (d) of this Section 2.11 not later than 11:00 a.m. (New York City time) one (1) Business Day (or such later date as agreed to by the Administrative Agent and the Lenders in their sole discretion) before the date of prepayment. Each such notice shall specify the prepayment date (which shall be a Business Day), the principal amount of the Loans to be prepaid, the Prepayment Premium (if any) applicable thereto and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. All prepayments of the Loans pursuant to clause (a), (b), (c) or (d) of this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to, but excluding, the date of payment. (i) To the extent and for so long as the Borrower reasonably determines in good faith (in consultation with the Required lenders and as set forth in a written notice delivered to the Administrative Agent) that the repatriation to the Borrower of any dividend or other distribution, as applicable, from a Subsidiary that is not organized in the United States to the Borrower of any amounts required to mandatorily prepay the Obligations pursuant to this Section 3.03(b)(iii2.11 would result in an adverse Tax liability (which is not de minimis) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor Borrower or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to including any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds material withholding Tax and taking into account any foreign tax credit or benefit received by such Obligor in connection with such Asset Salerepatriation, as determined by the Borrower in good faith and in consultation with the Required Lenders and as set forth in a written notice delivered to the Administrative Agent) (such amount, a “Restricted Tax Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to this Section 2.11 shall be reduced by the Restricted Tax Amount; provided, that, to the extent that the repatriation of such dividend or other distribution would no longer result in an adverse Tax liability (which is not de minimis), such dividend or other distribution shall be promptly applied to the repayment of the Obligations.

Mandatory Prepayments. The Borrowers In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of the Consolidated Group actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.7(b) above) or Asset Sale, in each case which Net Cash Proceeds are received after the Initial Funding Date, then the Borrower shall prepay the Term Loans Advances in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds received not later than three Banking Days following the receipt by any Obligor the Borrower or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any other member of the Obligors may apply the Consolidated Group, of such Net Cash Proceeds of from any casualty policy up toEquity Issuance, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement Debt Issuance or repair of destroyed or damaged property; providedAsset Sale, further, that any and such replaced or repaired property notice shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted accompanied by a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Term Rate Advances, any amounts due to the Banks under Section 3.6(c). Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds thereof from Debt Issuances or Asset Sales received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) a Foreign Subsidiary shall not be deemed required if and for so long as the Borrower has determined in good faith (which determination shall be conclusive) that repatriation to be a consent to any the Borrower of such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by (x) would have adverse tax consequences (and, in the case of Debt Issuances, such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(ladverse tax consequences are material), an amount (not subject to any Prepayment Premiumy) equal to 75% would be prohibited, delayed or restricted under applicable local law or (z) would violate the applicable organizational documents of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleSubsidiary.

Mandatory Prepayments. The Borrowers (i) Asset Dispositions (other than an Event of Loss). Upon the occurrence of any Asset Disposition other than an Event of Loss, the Borrower shall prepay the Term Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, at 100% of the face amount thereof, the Letters of Credit, in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculationaccordance with Section 2.06(b)(vi), as follows: (i) In the event of any Casualty Event, in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of any Net Proceeds within three Business Days of receipt thereof by the Net Cash Proceeds received by any Obligor Borrower or any of its Subsidiaries with respect theretoRestricted Subsidiary; provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days of receipt of such Net Proceeds), and so long as no Default or Event of Default has shall have occurred and is be continuing, the Borrower or any Restricted Subsidiary may, within one hundred eighty (180) 365 days after the receipt of such Net Cash Proceeds, use any such proceeds (A) to invest in operating assets of the Obligors may apply Borrower and the Net Cash Proceeds Restricted Subsidiaries, (B) to acquire all or substantially all of the assets of, or any casualty policy up toEquity Interests of, but any Person which if it were a Restricted Subsidiary would be considered to be engaged in a Permitted Business, provided that, after giving effect to such acquisition of Equity Interests, such Person is or becomes a Restricted Subsidiary, (C) to make Capital Expenditures for the Borrower or any Restricted Subsidiary or (D) to acquire other assets that are not exceeding $4,000,000 for all losses classified as current assets under GAAP and that are used or useful in the aggregate during Permitted Business of the term of this Agreement toward Borrower or the replacement or repair of destroyed or damaged propertyRestricted Subsidiaries; provided, further, provided that any such replaced or repaired property Net Proceeds shall be held in a segregated bank account designated by the Collateral in which Agent subject to an Account Control Agreement until such time as they are used to prepay the Administrative Agent for Loans and the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but aggregate unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owingall Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, equal to at 100% of the Net Cash Proceeds thereof received by such Person. For face amount thereof, the avoidance Letters of doubt, any prepayment made pursuant to Credit in accordance with Section 2.06(b)(vi) and/or are used in accordance with this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) 2.06(b)(i). In the event that any Obligor or any Net Proceeds are not used in accordance with this Section 2.06(b)(i) by the Borrower prior to the earlier of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))A) the last day of such 365 day period and (B) the date of the occurrence of a Default, an amount, inclusive of any Prepayment Premium, any accrued but the Borrower shall immediately prepay the Loans and the aggregate unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owingall Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, equal to at 100% of the Net Cash Proceeds received by face amount thereof, the Letters of Credit on the last day of such Obligor period (or such earlier date, as the case may be) in connection accordance with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.06(b)(vi). (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed subject to be the “Redemption Date” for purposes of such calculation), mandatory prepayment as follows: (i) In immediately upon discovery by or notice to Borrowers that any of the event lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any Casualty Eventasset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, an amount, inclusive then (A) the Borrowers shall promptly notify Agent of any Prepayment Premium, any accrued but unpaid interest such proposed disposition or Event of Loss (including interest on the amount of the principal being prepaidestimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and fees then due and owing, equal to 100% (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Cash Proceeds received by any Obligor of such disposition or any Event of its Subsidiaries with respect thereto; providedLoss, howeverthe Borrowers shall deliver, so long or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed required to be the extent a consent to any Loan Party or such incurrence Subsidiary reinvests the Net Proceeds of Indebtedness such disposition or a cure or waiver of any Event of Default which occurs Loss in connection therewith, it being understood that any productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Default may only be waived with Loss; provided that the express consent applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the Majority Lenderscompletion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (i) If at any time the sum of the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the Maximum Amount less the Reserves as then in effect, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. (ii) No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds of any Disposition (other than Excluded Disposition Proceeds), Borrower shall prepay the Term Loans Obligations in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretosuch Disposition; provided, however, that so long as (a) no Default or Event of Default has occurred and is continuing, within one hundred eighty (180b) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but all Dispositions (other than Excluded Disposition Proceeds) from the first day of the then current Fiscal Year through the applicable date of determination do not exceeding exceed $4,000,000 for all losses 1,000,000 in the aggregate during for all Credit Parties combined and (c) the term applicable Credit Party shall have delivered to Agent written notice on or prior to the fifth Business Day after such Disposition (if such Disposition is a Condemnation) or on or prior to the third Business Day prior to the consummation of this Agreement toward such Disposition (if such Disposition is not a Condemnation) of its election to allocate all or a portion of the replacement Net Cash Proceeds of such Disposition to reinvest in capital assets used or repair to be used in the businesses of destroyed the Credit Parties of the type engaged in by the Credit Parties as of the Closing Date or damaged propertybusinesses reasonably related thereto (a “Reinvestment Transaction”), the applicable Credit Party may apply all or a portion of such Net Cash Proceeds to such Reinvestment Transaction within 180 days following such Disposition; provided, further, that (1) any portion of such replaced or repaired property Net Cash Proceeds that Borrower does not so elect in such written notice to allocate to such Reinvestment Transaction shall be Collateral applied to prepay the Loans in which accordance with this Section 1.3(b)(ii) no later than the Administrative Business Day following receipt thereof by Agent; (2) until such Reinvestment Transaction is consummated, the amount of such Net Cash Proceeds allocated to such Reinvestment Transaction shall either be (x) deposited in a cash collateral account held by Agent for or (y) applied to reduce the benefit outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application to the Revolving Loan Agent shall establish a Reserve against the Borrowing Availability in an amount equal to the amount of such proceeds so applied; (3) Borrower may request a Revolving Credit Advance or release from such cash collateral account, as applicable, to fund such Reinvestment Transaction and so long as the conditions in Section 2.2 have been met, Revolving Lenders has shall make such Revolving Credit Advance or Agent shall release funds from such cash collateral account to fund such Reinvestment Transaction; (4) in the event such Net Cash Proceeds have been granted applied against the Revolving Loan, the Reserve established with respect to such Net Cash Proceeds shall be reduced by the amount of such Revolving Credit Advance; and (5) if such Reinvestment Transaction is not consummated within 180 days following such Disposition or to the extent any portion of such Net Cash Proceeds allocated to such Reinvestment Transaction are not applied to such Reinvestment Transaction within 180 days following such Disposition, (A) such Net Cash Proceeds then held in such account shall immediately be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) and (B) any Reserve allocated to such Reinvestment Transaction shall be immediately utilized through the borrowing by Borrower of a security interest under Revolving Credit Advance, the Security Documentsproceeds of which shall be applied to the prepayment of the Loans in accordance with this Section 1.3(b)(ii). (iiiii) In No later than the event Business Day following receipt by any Obligor Credit Party of Net Cash Proceeds of any Debt Issuance (other than Excluded Debt Issuance Proceeds) or any of its Subsidiaries incurs Indebtedness Stock Issuance (other than Indebtedness that is permitted Excluded Stock Issuance Proceeds), Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. No later than the Business Day following the ninetieth (90th) day following receipt by Section 9.01 hereof, an amount, inclusive any Credit Party of Net Cash Proceeds of any Prepayment PremiumDebt Issuance referred to in clause (c) or (d) of the definition of Excluded Debt Issuance Proceeds, any accrued but unpaid interest (including interest on Borrower shall prepay the Obligations in an amount equal to the amount of the principal being prepaid(if any) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received from such Debt Issuance that have not been applied as provided in subclause (i) or (ii) of such clause (c) or (d), as applicable. No later than the Business Day following the ninetieth (90th) day following receipt by such Person. For the avoidance any Credit Party of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver Net Cash Proceeds of any Event of Default which occurs Stock Issuance referred to in connection therewith, it being understood that any such Event of Default may only be waived with the express consent clause (c) of the Majority Lenders. (iii) In definition of Excluded Stock Issuance Proceeds, Borrower shall prepay the event any Obligor or any of its Subsidiaries consummates Obligations in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on amount equal to the amount of the principal being prepaid(if any) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by from such Obligor Stock Issuance that have not been applied as provided in connection with subclauses (i), (ii), (iii) or (iv) of such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersclause (c). (iv) In On each IDS Payment Date occurring on or after June 30, 2005 on which the event any Obligor payment of cash interest on one or any more series or issues of its Subsidiaries consummates an Asset Sale IDS Subordinated Notes is then prohibited pursuant to Section 9.09(l6.14 (such one or more series or issues of IDS Subordinated Notes, the “Subject IDS Subordinated Notes”), Borrower shall prepay the Obligations in an aggregate amount (not subject to any Prepayment Premium) equal to the lesser of: (A) 100% of the amount of (I) Distributable Cash as of such IDS Payment Date minus (II) the aggregate amount of cash dividends paid by Borrower on its common stock and cash interest payments made by Borrower on the Subordinated Debt in accordance with Sections 6.14(e) and (f) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date, and (B) 60% of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to and including such IDS Payment Date from the immediately preceding IDS Payment Date which is attributable to such Subject IDS Subordinated Notes. (v) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash dividends on Borrower’s Class A common stock is then prohibited pursuant to Section 6.14, Borrower shall prepay the Obligations in an aggregate amount equal to: (A) 75% of the Net Partnership Agreement Proceeds received amount of Excess Cash as of such IDS Payment Date, minus (B) the sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class A common stock in accordance with Section 6.14(e) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such Obligor IDS Payment Date and (2) the amount, if any, of any mandatory prepayment of the Loans on such IDS Payment Date pursuant to Section 1.3(b)(iv). (vi) Borrower shall prepay the Obligations from insurance and condemnation proceeds in connection accordance with Section 5.4(c) and the Mortgages, respectively. The Agent shall give prompt notice to each Lender of the amount of each mandatory prepayment made by Borrower under this Section 1.3(b). Notwithstanding the foregoing, if the amount of any mandatory prepayment made by Borrower under this Section 1.3(b) (other than Section 1.3(b)(i)) shall be for less than all of the Term Loan (a “Mandatory Partial Term Prepayment” and the amount thereof the “Mandatory Partial Term Prepayment Amount”), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent promptly following such Asset SaleLender’s receipt of notice thereof pursuant to the preceding sentence, to decline to receive its ratable share of such Mandatory Partial Term Prepayment Amount, in which case the Mandatory Partial Term Prepayment Amount shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender that did not decline such prepayment.

Mandatory Prepayments. The Borrowers On and after the Closing Date, outstanding Advances shall prepay be prepaid on a Dollar-for-Dollar basis within five (5) Business Days of receipt by any member of the Term Loans Reporting Group of any Net Proceeds referred to in amounts as provided this paragraph (d) (or, in the case of clause (iv) below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as followswithin three (3) Business Days) by or with an amount equal to: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received (including in an escrow account) by such member of the Reporting Group from any Obligor sale or issuance of debt securities or any of its Subsidiaries with respect thereto; provided, however, so long as no Default incurrence or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds borrowing of any casualty policy up to, but not exceeding $4,000,000 other Debt for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents.borrowed money (other than Excluded Debt); (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by such Person. For any member of the avoidance of doubt, any prepayment made Reporting Group (other than (A) issuances pursuant to this Section 3.03(b)(iiemployee stock plans or other benefit or employee incentive arrangements, (B) shall not be deemed to be a consent to issuances of equity as consideration for any such incurrence acquisition or other Investment, (C) issuances of Indebtedness or a cure or waiver equity interests of any Event Foreign Subsidiaries, (D) issuances of Default which occurs equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $250 million in the aggregate and (E) issuances in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders.Separation); (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received (including in an escrow account) by such Obligor member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $250 million in connection with such Asset Sale. For the avoidance of doubtaggregate); provided, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any that if no Event of Default which occurs in connection therewith, it being understood that exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Event Net Proceeds setting forth the Reporting Group’s intention to use any portion of Default may only be waived with such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the express consent business of the Majority Lenders.Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets); and (iv) In 100% of any “Cash Payment” (as defined in the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(lDisney Merger Agreement), an amount (not subject if any, paid to any Prepayment Premiumthe Borrower in accordance with Section 2.01(f) equal to 75% of the Net Partnership Disney Merger Agreement Proceeds received by such Obligor (as in connection with such Asset Saleeffect on June 20, 2018).

Mandatory Prepayments. The Borrowers shall prepay the Term Loans Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, Premium any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall be required to prepay the unpaid principal balance of the Term Loans Loan (x) with respect to any Prepayment Event of the type set forth in amounts as provided belowclause (g) of the definition thereof, it being agreed that no later than the relevant payment date shall be deemed to be the “Redemption Date” for purposes earlier of such calculation), as follows: (i) In 45 days after the event end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any Casualty Event, an amount, inclusive of proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any Prepayment Premium, date thereafter on which any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds other proceeds subject thereto are received by any Obligor Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of its Subsidiaries which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect theretoto any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided, howeverprovided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Default or Event of Default has occurred and is continuingexists, within one hundred eighty (180) days after receipt to the extent that the proceeds received by such Person as a result of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but Prepayment Event do not exceeding exceed $4,000,000 for all losses 150,000 in the aggregate during the term of this Agreement toward applicable Fiscal Year (or, in the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive case of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Event of the principal being prepaidtype described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and fees then due are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and owing, equal to 100% of the Net Cash Proceeds thereof received or assets damaged by such Person. For Prepayment Event, such proceeds shall not be required to prepay the avoidance of doubt, any prepayment made Term Loan pursuant to this Section 3.03(b)(ii) 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be a implied consent to any such incurrence of Indebtedness sale or other event or occurrence giving rise to a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersPrepayment Event. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall Subject to the proviso below, and except to the extent such Net Cash Proceeds have been used to prepay the Term Loans in amounts as provided belowobligations under the Parent Credit Agreement, it being agreed that upon the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event occurrence of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrower shall make a mandatory prepayment of the principal being prepaid) and fees then due and owing, Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by any Obligor the Borrower or any other Obligor as a result of its Subsidiaries with respect theretosuch Casualty Event, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided, however, provided that so long as no Default or Event of Default has occurred and is continuingcontinuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days after receipt following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash ProceedsProceeds received by the Borrower or any other Obligor as a result of such Casualty Event, and (B) any accrued but unpaid interest on such principal amount of the Obligors may apply the Net Cash Proceeds of any casualty policy up toTerm Loan being prepaid, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that to the extent that the property subject to the Casualty Event is Collateral, then any such replaced acquired, replaced, repaired, purchased or repaired constructed property shall be Collateral in which the Administrative Agent Agent, for the benefit of the Lenders Lenders, has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event Promptly following receipt by Borrower or any of its Subsidiaries of any Casualty Eventnet cash proceeds from any Asset Sales, the Borrower shall prepay all Advances in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received such net cash proceeds. (ii) Promptly following receipt by any Obligor Borrower or any of its Subsidiaries with respect thereto; providedSubsidiaries, howeveror the Agent as loss payee, so long as of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay all Advances in an aggregate amount equal to 100% of such net cash proceeds. Notwithstanding the foregoing and provided no Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Borrower or such Subsidiary reinvests the net cash proceeds of such Destruction or Taking to repair, replace or restore any property of Borrower or such Subsidiary in respect of which such net cash proceeds are paid (or to reimburse Borrower or such Subsidiary for any such repair, replacement or restoration) within one hundred eighty ninety (18090) days after receipt the date of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement Destruction or repair of destroyed or damaged propertyTaking; provided, further, that any the Borrower notifies Agent of Borrower's or such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit Subsidiary’s intent to reinvest and of the Lenders has been granted a security interest under completion of such reinvestment at the Security Documentstime such proceeds are received and when such reinvestment occurs, respectively. (iiiii) In the event any Obligor Promptly following receipt by Borrower or any of its Subsidiaries incurs Indebtedness of any net cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than Indebtedness that is permitted by Section 9.01 hereofwith respect to the Follow-On Investment (as defined in the Investors’ Rights Agreement dated February 7, 2020)), the Borrower shall prepay all Advances in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersnet cash proceeds. (iiiiv) In the event any Obligor Promptly following receipt by Borrower or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof of any net cash proceeds from the incurrence of any Indebtedness of Borrower or any of its Subsidiaries (other than Section 9.09(j)with respect to Permitted Indebtedness), the Borrower shall prepay all Advances in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersnet cash proceeds. (ivv) In the event any Obligor Promptly following receipt by Borrower or any of its Subsidiaries consummates of any Extraordinary Receipts, the Borrower shall prepay all Advances in an Asset Sale aggregate amount equal to 100% of such Extraordinary Receipts. (vi) Concurrently with any prepayment of the Advances pursuant to this Section 9.09(l2.3(b), an amount (not subject the Borrower shall deliver to any Prepayment Premium) equal to 75% the Agent a certificate of the Net Partnership Agreement Proceeds received chief executive officer or other responsible officer demonstrating the calculation of the amount of the applicable proceeds. (vii) Notwithstanding the foregoing, a prepayment shall not be required pursuant to this Section 2.3(b) to the extent that it is waived by such Obligor the Agent in connection with such Asset Saleits discretion, either in response to a request by the Borrower or upon the Agent’s own initiative.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent (other than the Divestiture Process, any accrued but unpaid interest which is addressed in subclause (including interest on iii) below) following the amount Closing Date, the Borrower shall, no later than one Business Day following the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100% (x) in the case of an event described in clauses (a) or (b) of the definition of the term “Prepayment Event” an amount equal to the Asset Sale/Casualty Event Percentage multiplied by Net Cash Proceeds received by the Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of such Net Proceeds; provided that, in the case of any Obligor event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Unmatured Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $10,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending September 30, 2019, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans on a pro rata basis between the Classes of Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of the principal being prepaidprepayments of Term Loans pursuant to ‎Section 2.04(a)(i) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by during such Person. For the avoidance of doubt, fiscal year (other than any such prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) In the event and on each occasion that any Obligor Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries consummates an Asset Sale other the Divestiture Process, the Borrower shall, no later than an Asset Sale that is permitted by Section 9.09 hereof one Business Day following the day such Net Proceeds are received, prepay Term Loans (other than Section 9.09(j)), the 2019 Term A Loans) in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100100.0% of the such Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersProceeds. (iv) Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of such prepayment. In the event of any Obligor mandatory prepayment of Term Loan Advances from a Prepayment Event under clauses (a) or (b) of the definition thereof made at a time when Term Loan Advances of more than one Class remain outstanding, the Borrower shall select Term Loan Advances to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (c) of the definition of “Prepayment Event” shall be applied to the Class or Classes of Loans selected by the Borrower. (v) Notwithstanding the foregoing, any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates an Asset Sale Term Loans pursuant to this ‎Section 2.04 (other than an optional prepayment pursuant to paragraph (a) of this Section 9.09(lor a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (vi) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of a Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount (not subject to any Prepayment Premium) equal to 75% that would be permitted in the case of an advance of an Advance of the Net Partnership Agreement Proceeds received same Type as provided in ‎Section 2.04(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of an Advance shall be applied ratably to the Loans included in the prepaid Advance. Prepayments shall be accompanied by such Obligor accrued interest as required by ‎Section 2.11. In no event (except pursuant to ‎Section 2.05 below) shall a repayment or a prepayment of a Revolving Loan result in connection with such Asset Salea reduction of the Aggregate Revolving Loan Commitment.

Mandatory Prepayments. The Borrowers (a) If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Term Loans Loan and all other Obligations (other than, indemnity obligations that are not then due and payable or with respect to which no claim has been made) in full in cash together with accrued interest thereon to the date of such prepayment and all other amounts as provided belowowing to Agent and Lenders under the Loan Documents, it being agreed that and whereupon the relevant payment date Revolving Loan Commitments shall be deemed terminated; provided, that any such prepayment shall be in compliance with Section 6.16 hereof. (b) In addition to be the “Redemption Date” for purposes and without limiting any provision of such calculation)any Loan Document, as follows: if Borrower, in any transaction or series of related transactions, (i) In sells any Pledged Lease or other material assets or other properties, (ii) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (iii) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Obligations (including interest on the amount of the principal being prepaid) and fees other than indemnity obligations that are not then due and owing, equal payable or with respect to 100% which no claim has been made)) of the Net Cash Proceeds received by cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account. (c) In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Revolving Loan Amount. If at any Obligor time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or any of its Subsidiaries with respect thereto; provideddemand, however, so long as no whether or not a Default or Event of Default has occurred and or is continuing, within one hundred eighty (180) days after receipt prepay the principal balance of such Net Cash Proceedsthe Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the Obligors may apply outstanding unpaid principal balance of the Net Cash Proceeds of Loan exceeds the Borrowing Base (including due to any casualty policy up to, but not exceeding $4,000,000 for all losses in Eligible Lease thereafter failing to meet the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyeligibility criteria and becoming an Ineligible Lease; provided, furtherhowever, that any if such replaced or repaired property shall be Collateral Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in which the Administrative Agent for the benefit clause (xxx) of the Lenders has been granted a security interest under definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the Security Documents. (ii) In the event any Obligor or any earlier of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by discovery or receipt of notice thereof to comply with this clause(c) of Section 9.01 hereof2.6), an amount, inclusive then Borrower shall without the necessity of any Prepayment Premiumnotice or demand, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall whether or not be deemed to be a consent to any such incurrence of Indebtedness Default or a cure or waiver of any Event of Default which occurs has occurred or is continuing, either (x) prepay the principal balance of the Loan in connection therewith, it being understood an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that any such Event the Borrowing Base is equal to or exceeds the then outstanding principal balance of Default may only be waived the Loan. The pledge and delivery to Agent of additional Eligible Leases shall comply with the express consent document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the outstanding unpaid principal balance of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that Loan is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of or less than the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrowing Base. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (a) Upon (i) In the event occurrence of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount a Change in Control of the principal being prepaidCompany, (ii) a transfer of all or substantially all of the assets of the Company to any Person in a single transaction or series of related transactions, (iii) a consolidation or merger of the Company with or into another Person in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and fees then due and owing(iii) being referred to as a “Sale Event”), equal or (iv) the occurrence of a Registration Default which continues uncured for a period of twenty (20) days, then, in each case, the Company shall, upon request of the Majority Holders, redeem the Convertible Note. The redemption price payable upon any such redemption shall be the redemption price in Section 5 of the Convertible Note (referred to 100herein as the "Formula Price"). (b) At the option of Purchaser, upon the consummation of one or more Financings, the Company shall use 25% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty therefrom (180) days after receipt of unless such Net Cash Proceeds, Proceeds from each such Financing is less than $250,000) to redeem the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsConvertible Note. (iic) Upon the issuance of the Maximum Number of Shares, the receipt by the Company of Notice of Conversion requiring the issuance of shares of Common Stock in excess of the Maximum Number of Shares, and the failure within 70 days of such issuance to obtain shareholder approval to issue additional shares of Common Stock required to be issued in connection with such Notices of Conversion (the “Redemption Event”), the Company shall redeem the outstanding balance of each Convertible Note for the Formula Price. (d) In the event any Obligor or any that there is an insufficient number of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted authorized, issuable, shares of Common Stock registered under the Registration Statement filed by Section 9.01 hereofthe Company to allow Purchaser to fully convert the Convertible Note and exercise all Warrants held by Purchaser and sell such shares issued thereon, then the Company shall immediately file an amountamendment to the then current Registration Statement to register a sufficient number of such shares to convert said Convertible Note and Warrants. Upon the failure within twenty (20) Trading Days measured from the date of filing the Registration Statement to register a sufficient number of such shares, inclusive the Company shall redeem the outstanding balance of any Prepayment Premiumeach Convertible Note for the Formula Price. In addition, any accrued but unpaid interest (including interest on the amount failure of the principal being prepaidCompany to register a sufficient number of such shares to fully convert said Convertible Note and exercise such Warrants shall be a Registration Default under Section 10.4(e) and fees then due and owing, equal to 100% from the date of the Net Cash Proceeds thereof received by such Person. For Notice of Conversion to the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent date of the Majority Lenders. earlier of (iiii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount redemption of the principal being prepaid) and fees then due and owing, equal to 100% outstanding balance of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iiiConvertible Note or (ii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent full conversion of the Majority LendersConvertible Note and exercise of all such Warrants. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) On the next occurring Unscheduled Payment Date following the date on which Lender actually receives any Proceeds, if Lender is not obligated to make such Proceeds available to Borrower for the restoration of any Individual Property or otherwise remit such Proceeds to Borrower pursuant to Section 6.2 hereof, Borrower shall prepay or authorize Lender to apply such Proceeds as a prepayment of all or a portion of the Term Loans in amounts as provided below, it being agreed that outstanding Principal Amount of the relevant payment date shall be deemed Loan together with all interest required hereunder to be the “Redemption Date” for purposes paid thereon and any other sums due hereunder in an amount equal to one hundred percent (100%) of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoProceeds; provided, however, so long as no Default or if an Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors Lender may apply such Proceeds to the Net Cash Proceeds Indebtedness (until paid in full) in any order or priority in its sole discretion. Other than following an Event of any casualty policy up toDefault, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property no Yield Maintenance Premium shall be Collateral due in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, connection with any prepayment made pursuant to this Section 3.03(b)(ii2.3.2(a). (b) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any If, following an Event of Default which occurs in connection therewithDefault, it being understood that Borrower tenders payment of all or any part of the Indebtedness, or if all or any portion of the Indebtedness is recovered by Lender after such Event of Default may only be waived with the express consent (including, without limitation, by application of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)Reserve Funds), an amount(a) such payment may be made only, inclusive of any Prepayment Premiumor will be applied by Lender, any accrued but unpaid interest (including interest on the amount of the principal being prepaidnext occurring Unscheduled Payment Date together with all interest required hereunder to be paid thereon, (b) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) payment shall not be deemed a voluntary prepayment by Borrower, and (c) Borrower shall pay, in addition to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l)Indebtedness, an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor Liquidated Damages Amount in connection with such Asset Salethe event the payment occurs prior to the Prepayment Lockout Release Date.

Mandatory Prepayments. The Borrowers Borrower shall prepay and shall cause Parent Guarantor to comply with the Term Loans following covenants (and by its execution and delivery of the Guaranty, Parent Guarantor hereby covenants and agrees that): (a) Any and all “Net Equity Issuance Proceeds” (as defined in amounts the Equity Issuance Pledge and so referred to herein) of Borrower and/or Parent Guarantor, respectively, as provided belowand when received or otherwise payable to Borrower and/or Parent Guarantor (to the extent Borrower and/or Parent Guarantor, it being agreed that respectively, is entitled to receive the relevant payment date same) from time to time, as applicable, shall be deemed paid by Borrower and/or Parent Guarantor, respectively, to be Agent in reduction of the “Redemption Date” for purposes then outstanding principal balance of such calculation)the Loans, as follows: (i) In the event of mandatory prepayments hereunder, together with any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made additional amounts payable pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, §4.8 (it being understood that any such Event payment by or on behalf of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor a Loan Party or any of its Subsidiaries consummates an Asset Sale will be subject to (i) the terms and provisions of any loan document or other than an Asset Sale that agreement to which such Loan Party or Subsidiary or any of its direct or indirect parent entities is permitted by Section 9.09 hereof subject and (other than Section 9.09(jii) permissibility under applicable laws for distributing such Net Proceeds to Borrower (including fraudulent transfer and corporate benefit restrictions)). Without limiting the foregoing, an amountBorrower and Parent Guarantor, inclusive respectively, shall provide Agent with at least five (5) Business Days’] prior written notice of any Prepayment Premium“Equity Issuance” (as defined in the Equity Issuance Pledge and so referred to herein), detailing with specificity the terms and conditions applicable with respect thereto (and such other information as Agent shall reasonably request with respect to any accrued but unpaid interest such Equity Issuance). (including interest on b) Any and all Net Proceeds received or payable to any Loan Party or its Subsidiaries from the amount sale or Refinancing of any Real Estate or Material Assets of such Loan Party or its Subsidiaries, respectively, as and when received or otherwise payable to such Loan Party or its Subsidiaries from time to time, as applicable, shall be paid (or caused to be paid) by such Loan Party, respectively, to Agent in reduction of the then outstanding principal being prepaid) and fees then due and owing, equal to 100% balance of the Net Cash Proceeds received by such Obligor in connection Loans, as mandatory prepayments hereunder, together with such Asset Sale. For the avoidance of doubt, any prepayment made additional amounts payable pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, §4.8 (it being understood that any such Event payment by or on behalf of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor a Loan Party or any of its Subsidiaries consummates will be subject to (i) the terms and provisions of any loan document or other agreement to which such Loan Party or Subsidiary or any of its direct or indirect parent entities is subject and (ii) permissibility under applicable laws for distributing such net proceeds to Borrower (including fraudulent transfer and corporate benefit restrictions)). Without limiting the foregoing, each Loan Party, respectively, shall provide Agent with at least ten (10) Business Days’ prior written notice of any such sale or Refinancing, detailing with specificity the terms and conditions applicable with respect thereto (and such other information as Agent shall reasonably request with respect to any such sale or Refinancing); provided, however, that no such mandatory prepayment shall be applicable with respect to the proceeds of the sale of that certain Real Estate owned by MTC-East, LLC, with an Asset Sale address of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Midlothian, Virginia 23113, GPIN#▇▇▇-▇▇▇-▇▇▇▇. (c) On or before March 17, 2016 the Borrower shall have made one or more payments to Agent (accompanied by the payment of any amounts due pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium§4.8) equal to 75% in reduction of the Net Partnership Agreement Proceeds received by Term Loans, as a mandatory prepayment hereunder, such Obligor in connection with that the Outstanding principal balance of the Term Loans (and the Aggregate Credit Exposure of Lenders thereunder) on such Asset Saledate shall be no greater than One Hundred Million Dollars ($100,000,000.00).

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Eventincurrence of Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or any of its Subsidiaries permitted to be issued under subsection 8.2), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by of such Indebtedness incurrence shall, unless the Company and the Required Lenders otherwise agree, on the date of such Indebtedness incurrence be applied to the prepayment of the Loans as set forth in subsection 4.4(e). (b) In the event of any Obligor sale or issuance of Capital Stock of the Company or any of its Subsidiaries (other than an issuance of Capital Stock of a Subsidiary to the Company or another Subsidiary or the sale of the Capital Stock of a Subsidiary in connection with the sale of such Subsidiary to a third party), an amount equal to 50% of the Net Proceeds of such sale or issuance shall, unless the Company and the Required Lenders otherwise agree, on the date of such issuance be applied to the prepayment of the Loans as set forth in subsection 4.4(e); provided that any such Net Proceeds that are used to finance a Permitted Acquisition permitted under this Agreement shall not be subject to such prepayment as otherwise required under subsection 4.4(b). (c) In the event of receipt by the Company or any of its Subsidiaries of Net Proceeds from any Asset Sale (in excess of $1,000,000 in the aggregate for all Asset Sales per fiscal year) or Recovery Event by the Company or any of its Subsidiaries then, unless the Company exercises its Reinvestment Rights in respect thereof, an amount equal to 100% of the Net Proceeds of such Asset Sale or Recovery Event shall, unless the Company and the Required Lenders otherwise agree, on the date of such receipt be applied to the prepayment of the Loans as set forth in subsection 4.4(e); provided that notwithstanding the foregoing, (i) the aggregate Net Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to the Reinvestment Rights shall not exceed $50,000,000 in any fiscal year of the Company and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in subsection 4.4(e). (d) If, for any fiscal year of the Company commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Company shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to 75% of such Excess Cash Flow less (y) the aggregate amount of all optional prepayments of Loans made during such fiscal year toward the prepayment of the Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Company referred to in subsection 7.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, if the Liquidity Amount (as certified by a Responsible Officer of the Company) as of the last day of the fiscal month of February immediately preceding such Excess Cash Flow Application Date (or, if the Excess Cash Flow Application Date occurs in February, the last day of the fiscal month of January) (the “Liquidity Determination Date”) after giving effect to the prepayment would be less than $50,000,000 the Company shall not be required to make such prepayment on such day except to the extent it can be made without reducing the Liquidity Amount as of the Liquidity Determination Date below $50,000,000. (e) Partial prepayments of the Loans pursuant to this subsection 4.4 shall be applied to the remaining installments of the Loans in inverse order of maturity. Interest on Loans repaid pursuant to this subsection 4.4 shall be paid on the applicable Interest Payment Date; provided that prepayments of Eurodollar Loans pursuant to this subsection 4.4, if not on the last day of the Interest Period with respect thereto; provided, howevershall, so at the Company’s option, as long as no Default or Event of Default has occurred and is continuing, within one hundred eighty be prepaid subject to the provisions of subsection 4.18 or such prepayment (180after application to any ABR Loans, in the case of prepayments by the Company) days after shall be deposited with the Administrative Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Cash Proceeds. After such application, the Obligors may apply the Net Cash Proceeds unless a Default or an Event of Default shall have occurred and be continuing, any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any remaining interest earned on such replaced or repaired property cash collateral shall be Collateral in which paid to the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsCompany. (iif) In the event any Obligor Except as set forth in subsection 4.18, all payments made under this subsection 4.4 will be without penalty or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenderspremium. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes Irrespective of such calculation), as followswhether a Control Notice Event then exists and is continuing: (i) In the event of When a Credit Party or any Casualty Subsidiary thereof makes any Asset Sale pursuant to Section 7.3(d), (e), or (f) or that is not otherwise permitted hereunder or experiences any Asset Loss Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrower shall make a prepayment of the principal being prepaid) and fees then due and owing, Loans in an amount equal to 100% of the Net Cash Proceeds received by any Obligor or any thereof, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of its Subsidiaries with respect theretosuch Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds shall be held in trust for Collateral Agent; provided, however, that the Net Cash Proceeds of the foregoing received since the Closing Date shall not be required to be applied to the prepayment of the Loans to the extent such proceeds are to be reinvested in or otherwise used to replace, repair or restore the properties or assets used in such Credit Party’s or such Subsidiary’s, as applicable, business and so long as as: (i) no Default or Event of Default has occurred and is continuingcontinuing on the date such Person receives such Net Cash Proceeds, (ii) Borrower delivers a certificate to Agent within three (3) Business Days after such Asset Sale, or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable) stating that such Net Cash Proceeds shall be used (or committed to be used) to reinvest in new assets useful in the business, or otherwise replace, repair or restore any such properties or assets to be used in a Credit Party’s or a Subsidiaries’ business, as the case may be, within one hundred eighty a period specified in such certificate not to exceed 180 days (180or such longer period as the Agent may agree, after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail any plans for such reinvestment, replacement, repair or restoration) and (iii) such Net Cash Proceeds, if they exceed $5,000,000, are deposited in a non-interest bearing account subject to the dominion and control of the Agent which proceeds shall then be disbursed by Agent to such Credit Party or such Subsidiary promptly upon Borrower’s written request therefor setting forth in reasonable detail the use of such proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to the Agent in accordance with clause (ii); provided, further, that (A) if all or any portion of such Net Cash Proceeds not so applied to the prepayment of the Loans are not used (or committed to be used) in accordance with the foregoing proviso within 180 days after (or such longer period as the Agent may agree of receipt of such Net Cash Proceeds, such amount shall be applied to the Obligors Loans as otherwise set forth herein, on the last day of such specified period, (B) if such Credit Party or such Subsidiary, as the case may apply the be, is not permitted to reinvest or utilize such Net Cash Proceeds in accordance with this Section 2.6(b) as a result of any casualty policy up tothe existence of a Default, but not exceeding $4,000,000 for all losses Borrower may request, and upon the written approval of Collateral Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the aggregate during dominion and control of the term Agent until the earlier of (x) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement toward Agreement, in which case such amounts may be reinvested or utilized in accordance with the replacement or repair proviso above and (y) the date on which an Event of destroyed or damaged property; providedDefault shall occur, further, that any in which case such replaced or repaired property Net Cash Proceeds shall be Collateral applied to the Loans in which accordance with Section 2.6(c) on such date and (C) if such Credit Party or such Subsidiary, as the Administrative Agent for case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such Net Cash Proceeds shall be applied in accordance with Section 2.6(c). The foregoing shall not be deemed to be implied consent to any Asset Sale or other event otherwise prohibited by the benefit of the Lenders has been granted a security interest under the Security Documentsterms and conditions hereof. (ii) In Upon the event sale, issuance or incurrence of any Obligor Indebtedness of any Credit Party or any of its Subsidiaries incurs Indebtedness (other than Indebtedness that is permitted by under Section 9.01 hereof7.1), Borrower shall repay the Term Loans in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by of such Personsale, issuance or incurrence, such repayments to be made concurrent with the receipt of such Net Cash Proceeds. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) The foregoing shall not be deemed to be a implied consent to any such sale, issuance or incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with otherwise prohibited by the express consent of the Majority Lendersterms and conditions hereof. (iii) In the event When any Obligor Credit Party or any of its Subsidiaries consummates Subsidiary thereof receives any Extraordinary Receipts, the Borrower shall repay the Loans in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by thereof, such Obligor repayment to be made promptly but in connection with no event more than five (5) Business Days following receipt of such Asset SaleNet Cash Proceeds. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) The foregoing shall not be deemed to be a implied consent to any Asset Sale event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a cure Default or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersunder this Agreement. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (i) At any time the Company’s Consolidated Net Leverage Ratio (based on the most recently delivered Officer’s Certificate pursuant to Section 5.01(i)(iv)) is above 3.50 to 1.00, the Company shall prepay make mandatory principal prepayments of the Term Loans in amounts as provided belowequal to one hundred percent (100%) of the aggregate Net Cash Proceeds from (A) any Asset Disposition or (B) any payment to the Company or any Subsidiary thereof of any cash insurance proceeds or condemnation award payable by reason of theft, it being agreed loss, physical destruction or damage, taking or similar event with respect to any of their respective property (an “Insurance and Condemnation Event”) to the extent that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received referred to in clauses (A) and (B) exceeds $50,000,000 during any fiscal year of the Company. Such prepayments shall be made within three (3) Business Days after the date of receipt of such Net Cash Proceeds by any Obligor the Company or any of its Subsidiaries with respect theretoSubsidiaries; provided, howeverprovided that, so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 2.09(b)(i) to the extent that such Net Cash Proceeds (x) are reinvested in assets used or useful (including by making an Acquisition) in the business of the Company and its Subsidiaries within one hundred eighty twelve (18012) days months after receipt of such Net Cash Proceeds, or if the Obligors may apply Company or any of its Subsidiaries has entered into a binding contract to so reinvest such Net Cash Proceeds during such twelve (12) month period, to the extent such Net Cash Proceeds are so reinvested within six (6) months after the expiration of such twelve (12) month period; provided further that any portion of such Net Cash Proceeds not actually reinvested within the applicable period shall be used to prepay the Term Loans in accordance with this Section 2.09(b)(i) on or before the last day of such period; or (y) in the case of the Net Cash Proceeds of an Insurance and Condemnation Event, are used to reimburse the Company or any casualty policy up to, but not exceeding $4,000,000 Subsidiary for all losses any costs or expenses incurred in connection with the aggregate during restoration or replacement of any property subject to such Insurance and Condemnation Event. Each prepayment of the term of Term Loans under this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property Section shall be Collateral applied ratably between the Initial Term Loans and any Incremental Term Loans to reduce in which direct order of maturity (or as otherwise directed by the Administrative Agent for Company) the benefit remaining scheduled principal installments of the Lenders has been granted a security interest under the Security Documentssuch Term Loans. (ii) In On the date of any termination or reduction of US Revolving Commitments or Canadian Commitments pursuant to this Agreement, the applicable Borrower shall pay or prepay so much of the Advances as shall be necessary in order that the aggregate US Usage will not exceed the aggregate US Revolving Commitments and that the aggregate principal amount of Canadian Advances will not exceed the aggregate Canadian Commitments, in each case after giving effect to such termination or reduction. (iii) If, on any date, the Administrative Agent notifies the Borrowers that, on any interest payment date, the sum of (1) the aggregate principal amount of all Canadian Advances denominated in US Dollars plus (2) the Equivalent in US Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Canadian Prime Rate Advances plus the Equivalent in US Dollars (determined on the third Business Day prior to such interest payment date) of the sum of the Face Amount of all Bankers’ Acceptances and BA Equivalent Notes then outstanding exceeds 105% of the aggregate Canadian Commitments of the Canadian Lenders on such date, each Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, (x) prepay the outstanding principal amount of any Obligor or any of its Subsidiaries incurs Indebtedness Advances (other than Indebtedness that is permitted BA Advances) owing by Section 9.01 hereof, such Borrower in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal sufficient to reduce such sum to an amount not to exceed 100% of the Net Cash Proceeds thereof received aggregate Canadian Commitments of the Canadian Lenders on such date, and (y) to the extent necessary after the Borrowers have made all prepayments required pursuant to clause (x), the Canadian Borrower shall cash collateralize the outstanding Bankers’ Acceptances and BA Equivalent Notes in accordance with Section 2.16(n) in any aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Canadian Commitments of the Canadian Lenders on such date. (iv) If (A) the aggregate principal amount of all US Revolving Advances shall exceed the aggregate US Revolving Commitments, (B) the total principal amount of US Revolving Advances of any US Revolving Lender shall exceed such US Revolving Lender’s US Revolving Commitment or (C) the total Available Amount of all Letters of Credit issued by any individual Issuing Bank shall exceed such Person. For Issuing Bank’s Letter of Credit Commitment, the avoidance Company shall prepay such US Revolving Advances or cash collateralize such Letters of doubt, any Credit in the amount of such excess. (v) Each prepayment made pursuant to this Section 3.03(b)(ii) 2.09 shall not be deemed made together with any interest accrued to be a consent to any the date of such incurrence of Indebtedness or a cure or waiver prepayment on the principal amounts prepaid. The Administrative Agent shall give prompt notice of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iiiprepayment required under Section 2.09(b)(ii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In to the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of Borrowers and the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleLenders.

Mandatory Prepayments. The Borrowers (a) Immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from (A) any sale or other disposition by the Borrower or any of its Subsidiaries of any of its assets pursuant to Section 7.6(h) or (q), or (B) any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall prepay the Term Loans Obligations in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations (i) with respect to proceeds from the sales of inventory in the ordinary course of business, (ii) Net Cash Proceeds received by not exceeding the greater of $10,000,000 in any Obligor Fiscal Year and $25,000,000 in the aggregate after the Closing Date (and if such foregoing amount is exceeded, only such excess amounts shall be subject to this clause (a)) and (iii) Net Cash Proceeds that are reinvested in assets of the general type used or any useful in the business of the Borrower and its Subsidiaries with respect theretowithin three hundred sixty-five (365) days following receipt thereof; providedprovided that any funds that are committed to be reinvested during the initial three hundred sixty-five (365) days after the receipt of such proceeds but the reinvestment has not yet occurred by the end of such period, however, so long as no Default or Event of Default has occurred the Borrower and is continuing, within its Subsidiaries shall have an additional one hundred eighty (180) days after receipt of day period to consummate such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyreinvestment; provided, further, that if any such replaced proceeds have not been reinvested at the end of such additional period, the Borrower shall promptly prepay the Obligations and the Other Applicable Indebtedness (as defined below) as required by this Section 2.12(a); provided, further, that if at the time that any such prepayment would be required under this clause (a), the Borrower is required to repay or repaired property repurchase or to offer to repurchase or repay Incremental Equivalent Debt that is pari passu to the Obligations (including Incremental Equivalent Debt consisting of (x) term loans secured by a Lien on the Collateral on a pari passu basis with the Lien on the Collateral securing the Obligations and/or (y) senior unsecured notes) pursuant to the terms of the documentation governing such Incremental Equivalent Debt with such Net Cash Proceeds (such Incremental Equivalent Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Obligations and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Obligations that would have otherwise been required pursuant to this clause (a) shall be Collateral in which reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the Administrative Agent for the benefit basis of the Lenders has been granted a security interest under aggregate outstanding principal amount of the Security DocumentsObligations and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Obligations in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Obligations in accordance with the terms hereof. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (iib) In Immediately upon receipt by the event any Obligor Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment PremiumNet Cash Proceeds from any issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries, any accrued but unpaid interest (including interest on the Borrower shall prepay the Obligations in an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds thereof received Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) [Reserved]. (d) Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, unless otherwise provided in the applicable Incremental Commitment Joinder, Extended Facility Agreement or Refinancing Amendment, as applicable, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Term Lenders based on their Pro Rata Shares of the Term Loans, and applied pro rata across all installments of the Term Loans, including, without limitation, the final installment on the Maturity Date; third, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fourth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Revolving Lenders based on their respective Revolving Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such Persondate plus any accrued and unpaid fees thereon. For The Revolving Commitments of the avoidance Revolving Lenders shall not be permanently reduced by the amount of doubt, any prepayment prepayments made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersclauses second through fifth above. (iiie) In If at any time the event any Obligor or any aggregate Revolving Credit Exposure of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale as reduced pursuant to Section 9.09(l)2.8 or otherwise, the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in an amount (not subject to any Prepayment Premium) equal to 75% such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each such prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Base Rate Revolving Loans to the full extent thereof; and third, to the SOFR Revolving Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Net Partnership Agreement Proceeds received by aggregate Revolving Credit Exposure of all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such Obligor in connection with such Asset Saleexcess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. The Borrowers shall prepay (a) If after the Term Loans in amounts as provided below, it being agreed that the relevant payment date Closing Date any Indebtedness shall be deemed to be the “Redemption Date” for purposes of such calculationincurred or issued by any Group Member (other than Excluded Indebtedness (other than Permitted Secured Refinancing Debt and Permitted Unsecured Refinancing Debt)), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(d). (1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (2) Notwithstanding the foregoing, to the extent that (and for so long as) any of or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower, the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such reduction. (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made (x) during such Excess Cash Flow Payment Period (and not previously applied pursuant to clause (y) below) or (y), at the option of the Borrower, on or prior such Excess Cash Flow Application Date, toward the prepayment of the Loans as set forth in Section 4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 7.1(a) for the fiscal year of the Borrower with respect to which such prepayment is made are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied to the prepayment of the Loans in accordance with Section 4.8 and first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such Person. prepayment on the amount prepaid. (e) The Total Commitments (and the Commitments of each Lender) shall terminate in its entirety at 5:00 p.m., New York City time, on the Closing Date. (f) For the avoidance of doubt, if any prepayment under Section 4.2(a) made pursuant on or prior to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent first anniversary of the Majority Lenders. (iii) In Closing Date is a Repricing Transaction, the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) repayment shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant subject to Section 9.09(l4.1(d), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Loans shall be prepaid in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) Prepayments from Net Asset Sale Proceeds. No later than the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans in an aggregate amount equal to 100% of such Net Asset Sale Proceeds; or (2), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds from any Asset Sale or any series of related Asset Sales do not exceed $20,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (A) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to (x) reinvest in equipment or other productive assets of the general type used or useful in the business of, or reasonably similar or related to the nature or type of property and assets of, Company and its Subsidiaries or (y) invest in a Person having property or assets of a similar nature or type as, or engaged in a similar business as, Company and its Subsidiaries within 270 days of such date of receipt and (B) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In addition, Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds. Nothing contained in this clause (2) shall be construed to permit any sale of assets prohibited by subsection 7.7. (b) Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed an aggregate amount equal to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Insurance/Condemnation Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (i) Subject to Section 2.2(d), within 2 Business Days after receipt by any Loan Party or Subsidiary of cash proceeds (including insurance proceeds and proceeds from casualty losses or condemnations) of any sale or disposition of, or any casualty or condemnation event with respect to the Mortgaged Property (other than a voluntary sale or disposition of Mortgaged Property that is subject to Section 2.2(a)(ii)), Borrower shall notify Agent of such Loan Party’s receipt of such cash proceeds and shall prepay the Term Loans Advances in amounts as provided belowan amount equal to all such cash proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, and (C) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (it being agreed understood that to the relevant payment date extent any such reserve is reversed or abandoned, the amount so reversed or abandoned shall constitute cash proceeds payable pursuant to this Section). Any such prepayment shall be deemed to be the “Redemption Date” for purposes of such calculationapplied in accordance with Section 2.2(c), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, that so long as (1) no Default or Event of Default has shall have occurred and is continuingcontinuing or would result therefrom, (2) in the case of proceeds from casualty losses or condemnation, Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the cost of repair and restoration of the affected assets, and (3) such Loan Party completes such replacement or construction within one hundred eighty (180) 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation after the initial receipt of such Net Cash Proceedsmonies, then the Obligors may Loan Party whose assets were the subject of such disposition shall have the option to apply such proceeds from casualty losses or condemnation, to the Net Cash Proceeds cost of any casualty policy up torepair and restoration of the affected assets, but unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, such net cash proceeds not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property so applied shall be Collateral paid to Agent and applied in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsaccordance with Section 2.2(c). (ii) In the event Subject to Section 2.2(d), within 2 Business Days after receipt by any Obligor Loan Party or Subsidiary of cash proceeds of any sale or disposition of its Subsidiaries incurs Indebtedness other than Indebtedness that is Mortgaged Property as permitted by Section 9.01 hereof5.1, Borrower shall notify Agent of such Loan Party’s receipt of such cash proceeds and shall prepay the Advances in an amountamount equal to (x) all such cash proceeds, inclusive net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith, (B) transfer taxes, and (C) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (it being understood that to the extent any Prepayment Premiumsuch reserve is reversed or abandoned, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made so reversed or abandoned shall constitute cash proceeds payable pursuant to this Section 3.03(b)(ii(as calculated, the “Mandatory Real Estate Sale Prepayment Amount”)); plus (y) a breakage fee payable to Agent (“Breakage Fee”) in an amount equal to the product of (1) the Mandatory Real Estate Sale Prepayment Amount, multiplied by (2) either (A) 0.75% if such sale occurs prior to the fifth anniversary of the Closing Date, or (B) 0.25% if such sale occurs after the fifth anniversary of the Closing Date. For purposes of clarification, upon timely payment of the Mandatory Real Estate Sale Prepayment Amount and the applicable Breakage Fee, Borrower shall not be deemed obligated to be a consent to pay any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs additional prepayment penalty in connection therewith, it being understood that any with such Event of Default may only prepayment. Any such prepayment shall be waived applied in accordance with the express consent of the Majority LendersSection 2.2(c). (iii) In If any Loan Party incurs Indebtedness not permitted under the event any Obligor or any terms of its Subsidiaries consummates an Asset Sale other this Agreement, no later than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive the Business Day following the date of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount receipt of the principal being prepaid) proceeds thereof, Borrower shall notify Agent of such Loan Party’s receipt of such proceeds and fees then due and owing, shall prepay the Advances in an amount equal to 100% all such proceeds, net of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs reasonable costs paid in connection therewith, it being understood that any . Any such Event of Default may only prepayment shall be waived applied in accordance with the express consent of the Majority LendersSection 2.2(c). (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The (a) Within ten (10) Business Days after each date on which any Consolidated Company receives any Net Proceeds as a result of or in connection with any offering of equity or securities convertible into equity of any Consolidated Company (other than (x) an issuance of equity to a Credit Party, or (y) an issuance of stock of Parent to Texmaco in connection with an Investment permitted pursuant to Section 8.05(c) provided that the value of such stock does not exceed the permitted amount of such Investment), the Term Loans shall be prepaid by an amount equal to the Net Proceeds of such equity or securities offering plus interest accrued and unpaid on the amount of such prepayment. (b) No mandatory prepayment shall be required pursuant to this Section 2.03(b) until the aggregate amount of Asset Sales occurring after the Closing Date exceeds $1,000,000 (based on the Asset Values thereof, but excluding in the foregoing computation (i) Asset Sales resulting from loss, damage, destruction, or taking where the proceeds thereof are utilized so as to be excluded from the definition of Net Proceeds, and (ii) Asset Sales occurring as a part of any sale and leaseback transactions permitted pursuant to Section 8.06). Whenever such Asset Values shall have equaled or exceeded such amount, then within ten (10) Business Days after each date on which any Consolidated Company receives any Net Proceeds as a result of or in connection with an Asset Sale by any Consolidated Company, the Term Loans shall be prepaid on a pro rata basis by an amount equal to the Net Proceeds of such Asset Sale plus interest accrued and unpaid on the amount of such prepayment; provided that, in the event that the Borrowers intend to reinvest the Net Proceeds of such Asset Sale in other capital assets to be used in the business of the Borrowers, the Borrowers may deliver to the Agents certificate of the president, chief financial officer or other senior officer (a "Reinvestment Certificate") of the relevant Borrower indicating such Borrower's intent to reinvest such Net Proceeds in capital assets which (x) would reasonably be expected to produce the same or greater Consolidated Net Income as the assets subject to the Asset Sale, (y) which will constitute a Capital Expenditure hereunder, and (z) which purchase will take place within 180 days, then the application of the Net Proceeds of such Asset Sale to repay the Term Loans hereunder shall prepay not be required. At the end of such 180 day period, any portion of the Net Proceeds of such Asset Sale in excess of $100,000 which have not been used as set forth in the Reinvestment Certificate shall immediately be used to repay the Term Loans in amounts accordance with this Section. If immediately prior to any Asset Sale the aggregate amount of prior Asset Sales (determined as provided belowaforesaid) is less than $1,000,000, it being agreed that but such Asset Sale causes the relevant payment date $1,000,000 threshold amount to be exceeded, then only the portion of the Net Proceeds in excess of the $1,000,000 threshold shall be deemed applied as set forth in the preceding sentence. (c) On the date Parent delivers its annual financial statements pursuant to be the “Redemption Date” for purposes of such calculationSection 7.07(a), as follows: but in no event later than the date that occurs ninety (i90) In days after the event last day of any Casualty Eventeach fiscal year of Parent, the Term Loans shall be prepaid on a pro rata basis by an amountamount equal to 50% of the Excess Cash Flow, inclusive of any Prepayment Premiumif any, any for such fiscal year plus interest accrued but and unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsprepayment. (d) Notwithstanding the provisions of paragraphs (a), (b) and (c) of this Section 2.03, (i) no mandatory prepayment shall be required to be made under paragraph (a), (b) or (c) of this Section 2.03 if the amount under paragraph (a), (b) or (c) is less than $100,000 in any instance, and (ii) In mandatory prepayment amounts otherwise required under said paragraphs (a), (b) and (c) shall be rounded to nearest multiple of $100,000 (such that, for example, if the event any Obligor portion of Net Proceeds required to be prepaid pursuant to paragraph (a) is $250,000 or any of its Subsidiaries incurs Indebtedness other more, but less than Indebtedness that is permitted by $350,000, the mandatory prepayment amount under this Section 9.01 hereof, an 2.03 shall equal $300,000 plus interest accrued and unpaid on such amount, inclusive of any Prepayment Premium, any accrued but unpaid interest ). (including interest e) All mandatory prepayments hereunder shall be applied pro rata to reduce the remaining installments on the amount Term Loans. Each mandatory prepayment of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made Term Loans pursuant to this Section 3.03(b)(ii) 2.03 shall not be deemed applied on a pro rata basis first to be a consent Base Rate Advances outstanding under the Term Loans to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersfull extent thereof before application to Fixed Rate Advances outstanding thereunder. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Eventincurrence of Indebtedness by any Group Member (other than Indebtedness of any Group Member permitted to be issued under subsection 8.2), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds of such Indebtedness incurrence shall on the date of such Indebtedness incurrence be applied to the prepayment of the Term Loans as set forth in subsection 4.6(e). (b) In the event of receipt by any Group Member of Net Proceeds from (i) the sale or other disposition of the Bethesda Property or (ii) any Asset Sale (other than the sale or other disposition of the Bethesda Property) or Recovery Event (in excess of $5,000,000 in the aggregate for all such Asset Sales and Recovery Events under this clause (ii) per fiscal year of the Borrowers), then an amount equal to 100% of the Net Proceeds from the sale or other disposition of the Bethesda Property and from any other Asset Sale or Recovery Event (in the case of Asset Sales and Recovery Events that are not a sale or other disposition of the Bethesda Property, solely with respect to the aggregate Net Proceeds from all such Asset Sales and Recovery Events in any fiscal year of the Borrowers that are in excess of $5,000,000), shall on the date of such receipt be applied to the prepayment of the Term Loans as set forth in subsection 4.6(e); provided that (i) in the case of Net Proceeds received solely from a Recovery Event or from an Asset Sale consisting solely of Operating Assets, the Borrowers may exercise Reinvestment Rights in respect of such Net Proceeds and (ii) notwithstanding clause (i) of this proviso, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in subsection 4.6(e). (c) In the event that the aggregate amount of unrestricted cash of New Holdings and its Subsidiaries on the Effective Date (net of, to the extent such amounts have not already been deducted from total cash of New Holdings and its Subsidiaries in determining unrestricted cash on the Effective Date, (i) any payments made or to be made by New Holdings and its Subsidiaries on or after the Effective Date to consummate the acquisitions contemplated by the Merlin Asset Purchase Agreement, (ii) any Obligor reserves or escrows established pursuant to either Article VI.E.4 or Article II.B.1 of the Plan of Reorganization or any final order of the Bankruptcy Court confirming the Plan of Reorganization or any payments or distributions required to be made by New Holdings and its Subsidiaries on or after the Effective Date pursuant to or in connection with the Plan of Reorganization or any final order of the Bankruptcy Court in connection with the Cases, to the extent such final order was entered on or prior to the Effective Date and (iii) any cash that, on the Effective Date, is collateralizing outstanding letters of credit permitted under or identified in the final cash collateral order in the Cases or the final order of the Bankruptcy Court confirming the Plan of Reorganization) exceeds $35,000,000, then such excess amount of unrestricted cash shall, on the date that is 10 days after the Effective Date, be applied to the prepayment of the Term Loans as set forth in subsection 4.6(e). (d) If, for any fiscal year of New Holdings commencing with the fiscal year ending December 31, 2018, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent funded with Internally Generated Cash) (x) the aggregate amount of all optional prepayments of Term Loans pursuant to subsection 4.5 or subsection 4.23 made during such fiscal year (provided that with respect to any prepayment pursuant to subsection 4.23, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrowers’ cash payment in respect of such prepayment), (y) the aggregate amount of all optional repayments of revolving credit loans under a Permitted Revolving Credit Facility made during such fiscal year that are accompanied by an equivalent permanent reduction in the revolving credit commitments under such Permitted Revolving Credit Facility and (z) the aggregate amount of all Term Loans purchased by New Holdings pursuant to Open Market Purchases in accordance with subsection 11.6(h) (provided, that with respect to any Open Market Purchase consummated in accordance with Section 11.6(h), the aggregate amount of such purchase for purposes of this clause shall be the amount of New Holdings’ cash payment in respect of such purchase). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the earlier of (i) the date on which the financial statements of New Holdings referred to in subsection 7.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent and (ii) the date such financial statements are actually delivered to the Administrative Agent. (e) Partial prepayments of the Term Loans pursuant to subsection 4.6 shall be applied to the principal repayment installments of the Term Loans in inverse order of maturity; provided that prepayments of Eurodollar Loans pursuant to this subsection 4.6, if not on the last day of the Interest Period with respect thereto; provided, howevershall, so at the Borrower Agent’s option, as long as no Default or Event of Default has occurred and is continuing, within one hundred eighty be prepaid subject to the provisions of subsection 4.19 or such prepayment (180after application to any ABR Loans, in the case of prepayments by the Borrowers) days after shall be deposited with the Administrative Agent as Cash Collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds. After such application, unless a Default or an Event of Default shall have occurred and be continuing, any remaining interest earned (if any) on such Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property Collateral shall be Collateral paid to the Borrowers. (f) Except as set forth in which subsection 4.19, all payments made under this subsection 4.6 will be without penalty or premium. (g) Notwithstanding anything to the contrary contained in this subsection 4.6, if any Lender shall notify the Administrative Agent for (i) on the benefit date of such prepayment, with respect to any prepayment under subsection 4.6(a) or (b) or (ii) at least one Business Day prior to the Lenders has been granted date of a security interest prepayment under subsection 4.6(d) that it wishes to decline its share of such prepayment, such share (the Security Documents“Declined Prepayment Amount”) shall be retained by the Borrowers. (iih) In The Borrower Agent shall notify the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive Administrative Agent in writing of any Prepayment Premiummandatory prepayment of Loans required to be made pursuant to clauses (a), any accrued but unpaid interest (including interest on b) and (d) of this Section 4.6 at least two (2) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of the principal being prepaid) and fees then due and owing, equal to 100% such prepayment. The Administrative Agent will promptly notify each Lender of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent contents of the Majority Lenders. (iii) In the event any Obligor or any Borrower Agent’s prepayment notice and of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount such Lender’s ratable share of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersprepayment. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall (a) If the Borrower or any of its Subsidiaries receives insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 30 days of the receipt thereof, the Borrower shall, on such 30th day prepay the Term Loans in amounts as provided below, it being agreed that an amount equal to the relevant payment date shall be deemed to be the “Redemption Date” for purposes amount of such calculation), as follows:proceeds not so applied. (ib) In the event that the Borrower or any of any Casualty Eventits Subsidiaries makes an Equity Offering, the Borrower shall immediately prepay the Loans in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Equity Offering; provided that if such Equity Offering is the Obligors may apply result of the Net Cash Proceeds exercise of any casualty policy up to, but not exceeding $4,000,000 for all losses an option or other right to purchase beneficial or equity interests in the aggregate during Borrower pursuant to the term 1996 Stock Incentive Plan or the 2000 Non-Qualified Stock Option Plan, each as in effect as of this Agreement toward the replacement or repair of destroyed or damaged property; providedRestatement Date, further, that any then such replaced or repaired property prepayment shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 10050% of the Net Cash Proceeds thereof received of such Equity Offering. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (c) Each prepayment of the Loans pursuant to this Section 2.4 shall be (i) applied to the outstanding Reduction Installments in inverse order of maturity and (ii) accompanied by payment in full of all accrued interest thereon to and including the date of such Personprepayment. The Borrower agrees to give the Agent at least five Business Days' irrevocable written notice of any prepayment under this Section 2.4. For the avoidance of doubt, any prepayment made pursuant to no amounts prepaid under this Section 3.03(b)(ii) 2.4 shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersavailable for reborrowing. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (i) Upon the incurrence or issuance by the Borrower of any of its Subsidiaries of any Indebtedness (which, for the avoidance of doubt, shall include any Indebtedness incurred in connection with any securitization financing or the issuance of any structured or participation notes and/or interest issued in connection with any securitization financing) other than (x) Indebtedness incurred pursuant to the Revolving Credit Agreement, the LC Facility or a Brazilian asset-level financing or (y) deferred purchase obligations, intercompany debt, capital leases, finance leases, vessel charters, tugboat and other small vessel financings, hedging, value-added or other tax financings, purchase money financings not to exceed a principal amount of $200 million in the aggregate, equipment and LNG cargo financings, local working capital, construction or liquidity facilities, letters of credit or letter of credit facilities in each case described in this clause (y), incurred in the ordinary course of business and not as part of any capital markets, term loan B, term loan A, bond or note issuance, structured or other securitization financing, the issuance of any convertible debt or equity securities or other equity linked securities, or other similar type of transaction, the Borrower shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds cash proceeds received therefrom (after the netting of (x) any reasonable fees that are paid thereunder in the form of “original issue discount “and (y) any reasonable out-of-pocket expenses, in each case, paid by any Obligor the Borrower or any of its Subsidiaries in connection with respect thereto; provided, however, so long as no Default such incurrence or Event of Default has occurred and is continuing, issuance) within one hundred eighty (1801) days after Business Day of receipt of thereof by the Borrower or such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsSubsidiary. (ii) In Upon the event any Obligor receipt by the Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of the cash proceeds of the issuance of any Prepayment PremiumConvertible Securities (after the netting of (x) any reasonable fees that are paid thereunder in the form of “original issue discount “and (y) any reasonable out-of-pocket expenses, in each case, paid by the Borrower or any accrued but unpaid interest (including interest on of its Subsidiaries in connection with such issuance), the Borrower shall prepay the Loans in an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds proceeds received therefrom within one (1) Business Day of receipt thereof received by the Borrower or such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersSubsidiary. (iii) In If (x) the event any Obligor Borrower or any of its Subsidiaries consummates an Asset Sale or a Disposition, sale or transfer of any portion of the Specified Liquefaction Assets, or of the Equity Interests of any Qualified Liquefaction Development Entity that owns any of the Specified Liquefaction Assets (other than an Asset Sale Sale, Disposition, sale or transfer of Specified Liquefaction Assets or Equity Interests of a Qualified Liquefaction Development Entity that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived complies with the express consent requirements of the Majority Lenders. Section 6.4(c)) or (ivy) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.any

Mandatory Prepayments. The Unless any amount described in clauses (a) or (b) below, solely with respect to ABL Priority Collateral, or any amount described in clauses (d) or (e) below, is required to reduce the ABL Obligations in accordance with the terms of the ABL Credit Agreement prior to the Discharge of ABL Obligations, and is actually applied to reduce the ABL Obligations in accordance with the terms of the ABL Credit Agreement (and otherwise subject to the terms of the Intercreditor Agreement): (a) If any Loan Party receives Net Proceeds as a result of a Disposition of any property of any Loan Party or Subsidiary thereof as set forth in clause (a) of the definition of Prepayment Event, then within three (3) Business Days after the receipt by any Loan Party of such Net Proceeds, the Borrowers shall prepay make a prepayment of the Term Loans Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed an amount equal to be the “Redemption Date” for purposes 100% of such calculation), as follows:Net Proceeds. (ib) In If any Loan Party receives Net Proceeds as a result one or more recovery events in respect of property as set forth in clause (b) of the event definition of Prepayment Event, then within three (3) Business Days following the date of receipt of any Casualty EventNet Proceeds, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrowers shall make a prepayment of the principal being prepaid) and fees then due and owing, Term Loan in an amount equal to 100% of the Net Cash Proceeds then received by any Obligor or any from such Prepayment Event. (c) [Reserved]. (d) Upon the occurrence of its Subsidiaries with respect thereto; providedan event set forth in clause (d) of Prepayment Event, however, so long as no Default or Event then within three (3) Business Days following the date of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such any Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property Borrowers shall be Collateral in which the Administrative Agent for the benefit make a prepayment of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, Term Loan in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof then received by from such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersPrepayment Event. (iiie) In If an event set forth in clause (e) of Prepayment Event has occurred, then within three (3) Business Days Business Days following the event any Obligor or any date of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive receipt of any Prepayment PremiumNet Proceeds, any accrued but unpaid interest (including interest on the amount Borrowers shall make a prepayment of the principal being prepaid) and fees then due and owing, Term Loan in an amount equal to 100% of the Net Cash Proceeds then received by from such Obligor Prepayment Event. (f) If for any reason the Combined Total Outstandings at any time exceed the sum of the ABL Aggregate Borrowing Base and the Aggregate Borrowing Base as then in connection with effect, then (a) until the Discharge of ABL Obligations, the Borrowers shall immediately prepay first, the ABL Obligations and, then, the Term Loan and (b) thereafter, the Borrowers shall immediately prepay the Term Loan, in each case of clauses (a) and (b), in an aggregate amount to eliminate such Asset Sale. For excess. (g) Each prepayment of the avoidance of doubt, any prepayment Term Loan made pursuant to this Section 3.03(b)(iii2.06 shall be applied to scheduled installments thereof in inverse order of maturity and accompanied by the payment of (i) accrued interest to the date of such payment on the amount prepaid and (ii) whether before or after an Event of Default or acceleration, the Early Termination Fee, if any, payable pursuant to Section 2.04 in connection with any prepayment of the Term Loan. (h) No later than three (3) Business Days in advance of the making of any mandatory prepayment pursuant to this Section 2.06 (other than Section 2.06(f) above), Borrowers shall not deliver, or cause to be delivered, to the Administrative Agent for distribution to the Lenders written notice of the amount and date of such mandatory prepayment. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Term Loan required to be made pursuant to clauses (a), (b), (c), (d), and (e) of this Section 2.06 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 P.M. (New York City time) one (1) Business Day prior to the scheduled date of such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent an acceptance of the Majority Lenders. (iv) In the event any Obligor or any total amount of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% such mandatory prepayment of the Net Partnership Agreement Term Loan. Any Declined Proceeds received may be retained by such Obligor in connection with such Asset Salethe Borrowers.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received If Indebtedness is incurred by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty Group Member (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by under Section 9.01 hereof6.2), then on the date of such issuance or incurrence, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such PersonAsset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default has occurred and is continuing, two Business Days) after the date of receipt by any Group Member of such Net Cash Proceeds, an amount equal to 100% of the amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e) (any such amounts not required to prepay the Term Loans as a result of application of this clause, the “Retained Asset Sale Proceeds”, which shall not, however, include any proceeds incurred in connection with Sale and Leaseback Transactions permitted pursuant to Section 6.10); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Term Loan Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or Foreign Recovery Event, the Term Loan Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in such Net Cash Proceeds; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof (if such amounts were distributed), or the inclusion of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof in Net Cash Proceeds for purposes of calculating any repayment obligation pursuant to this paragraph, as applicable, would not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. For the avoidance of doubt, in no event shall the Term Loan Borrower be required to repatriate cash at Foreign Subsidiaries. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term B Loans, as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof (if such amounts were distributed), or the inclusion of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof in Excess Cash Flow for purposes of calculating any repayment obligation pursuant to this paragraph, would not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and at such time (if applicable), shall prepay the Term B Loans by the amount thereof in accordance with this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j2.14(c)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, in no event shall the Term Loan Borrowers be required to repatriate cash at foreign subsidiaries. (i) The Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term A Loans (that is incurred to refinance Term A Loans) shall be used on a dollar-for-dollar basis for the repayment of Term A Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received and (ii) the Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term B Loans (that is incurred to refinance Term B Loans) shall be used on a dollar-for-dollar basis for the repayment of Term B Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment made of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 3.03(b)(iii) 2.14 shall not be deemed applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans or SOFR Loans of such Class; provided, however, that if any Lenders exercise the right to waive a consent to any Asset Sale or a cure or waiver given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f) then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or, Eurodollar Loans or SOFR Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurodollar Loans or SOFR Loans on the last day of the next expiring Interest Period for Eurodollar Loans or SOFR Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan or the SOFR Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan or SOFR Loan, and (B) (x) at any time while a Specified Event of Default which occurs in connection therewithhas occurred and is continuing, it being understood that the applicable Administrative Agent may, and (y) at any such time while an Event of Default may only be waived with has occurred and is continuing, upon written direction from the express consent Required Lenders, the applicable Administrative Agent shall, apply any or all of such amounts to the Majority Lenderspayment of Eurodollar Loans or SOFR Loans. (ivf) In Any mandatory prepayment of (x) the event any Obligor or any of its Subsidiaries consummates an Asset Sale Term Loans to be made pursuant to Section 9.09(l2.14(b) shall be applied pro rata to the Term Loans under the Term Loan Facilities then outstanding based on the aggregate principal amounts of outstanding Term Loans of each Class under the Term Loan Facilities; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Class of Incremental Term A Loans, Incremental Term B Loans or Extended Term Loans under the Term Loan A Facility or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans under the Term Facilities and (y) Term B Loans to be made pursuant to Section 2.14(c) shall be applied pro rata to the Term B Loans then outstanding based on the aggregate principal amounts of outstanding Term B Loans; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Incremental Term B Loans or Extended Term Loans under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (g) Notwithstanding anything in this Section 2.14 to the contrary: (i) any Term Loan A Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan A Lender) may elect, by notice to the Term Loan A Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term A Loans pursuant to clauses (b) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term A Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan A Proceeds”); and (ii) any Term Loan B Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan B Lender) may elect, by notice to the Term Loan B Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term B Loans pursuant to clauses (b) and (c) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term B Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan B Proceeds”). (h) If for any reason, the Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.10), the Revolver Borrowers shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Eventthe termination of all the Revolving Commitments, an amountthe Borrower shall, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt date of such Net Cash Proceedstermination, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for repay or prepay all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsoutstanding Revolving Loans. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premiumpartial reduction of the Revolving Commitments pursuant to Section 2.07, any accrued but unpaid interest Section 2.09(c) or Section 2.10(a), then (including interest x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount of the principal being prepaid) and fees then due and owing, equal sufficient to 100% of the Net Cash Proceeds thereof received by eliminate such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexcess. (iii) In If at any time the event any Obligor Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or any of its Subsidiaries consummates demand, immediately repay or prepay Revolving Loans in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal sufficient to 100% of the Net Cash Proceeds received by eliminate such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexcess. (iv) In On (i) the event date of any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant in respect of a Collateral Vessel, or Sale and Leaseback Transaction in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (the transactions referred to in this clause (i), each a “Collateral Vessel Disposition”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt (or, if such date is not a Business Day, on the following Business Day) by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss; provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment shall be required, the Borrower shall, subject to Section 9.09(l2.10(h), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount (not subject sufficient to any Prepayment Premiumeliminate such excess) in an amount equal to 75% of the Net Partnership Agreement Proceeds received by Collateral Disposition Reduction Amount for such Obligor in connection with such Asset Sale.Collateral Vessel Disposition or Total Loss. ​

Mandatory Prepayments. The Borrowers In addition, in the event that the Company or any of its Subsidiaries shall receive any Net Cash Proceeds as a result of any Prepayment Event, the Company shall prepay the Term Loans in amounts as provided belowLoans, it being agreed that on the relevant payment date shall be deemed to be upon which the “Redemption Date” for purposes of Company or such calculation)Subsidiary, as follows: the case may be, shall have received such Net Cash Proceeds, in an amount equal to the Prepayment Percentage applicable to such Net Cash Proceeds; provided that (i) In if the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% Percentage of the Net Cash Proceeds received by in respect of any Obligor Prepayment Event results in an amount of less than $1,000,000, such prepayment shall be required to be made on the date on which the Company or any of its Subsidiaries shall receive Net Cash Proceeds which, together with all other Net Cash Proceeds from Prepayment Events not previously applied, are equal to at least $1,000,000, (ii) such prepayment shall be made on or before the fifth (5th) Domestic Business Day following the consummation of any Asset Sale constituting a Prepayment Event, (iii) no prepayment shall be required under this Section 2.05(c) unless and until the aggregate amount of Net Cash Proceeds received by the Company and its Subsidiaries in respect thereto; providedof Prepayment Events which have occurred after the Effective Date exceeds $75,000,000, however(iv) no prepayments shall be required under this Section 2.05(c) on any date if and to the extent the aggregate principal amount of Term Loans outstanding on such date does not exceed $25,000,000 and (v) at the election of the Borrowers, so long as no Default if the amount of any such prepayment to be made exceeds the amount of Term Loans then outstanding having an Interest Period ending on the date of such prepayment, such excess amount shall be deposited in the Collateral Account under the Company Security Agreement, and such excess shall not be required to be prepaid until the last day of the Interest Periods relating to such outstanding Term Loans in an aggregate principal amount equal to or greater than such excess amount, unless an Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, continuing or the Obligors may apply Required Banks otherwise determine in their sole discretion and so notify the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property Company. The Borrowers shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.give the

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of that, on or after the Closing Date, Holdings or any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Subsidiary shall receive Net Cash Proceeds received by from any Obligor Borrowed Debt (other than Excluded Debt) or any sale or issuance of any equity securities or equity-linked securities (other than (i) issuances pursuant to employee and/or director stock plans and retirement plans or issued as compensation to officers and/or non-employee directors, (ii) the issuance of common stock, options, units and/or other equity interests of Holdings to shareholders and/or employees of Evergreen in connection with the Evergreen Acquisition, (iii) issuances to Holdings or any Subsidiary of Holdings, (iv) pursuant to dividend reinvestment programs, (v) securities or interests issued or transferred directly (and not constituting cash proceeds of any issuance of such securities or interests) as consideration in connection with any acquisition and (vi) issuances of directors’ qualifying shares and/or other nominal amounts required to be held by persons other than Holdings or its Subsidiaries with respect thereto; providedunder applicable law), however, so long as no Default or Event of Default has occurred and is continuingthen, within one hundred eighty three (1803) days after Business Days of the receipt thereof, the Borrower shall use 100% thereof to prepay any outstanding Borrowings, together with all accrued and unpaid interest thereon and, subject to Section 2.16, without premium or penalty, in each case, on a Pound-for-Pound basis (using the Pound Equivalent of any Net Cash Proceeds denominated in an alternative currency); provided that notwithstanding the foregoing, receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of by any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit Subsidiaries of the Lenders has been granted a security interest Borrower other than Subsidiaries organized under the Security Documentslaws of the United States, any State thereof or the District of Columbia shall not require any prepayment of outstanding Borrowings to the extent such prepayment (x) would result in material adverse tax consequences or (y) is prohibited, delayed or restricted under applicable law, in each case, as reasonably determined by the Borrower. (iib) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Any prepayment of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment Loans made pursuant to this Section 3.03(b)(ii) shall 2.13 may not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersreborrowed. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent following the Closing Date, any accrued but unpaid interest the Borrower shall, no later than one Business Day following the day such Net Proceeds are received (including interest on or, in the amount case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100% (x) in the case of an event described in clauses (a) or (b) of the definition of the term “Prepayment Event” an amount equal to the Asset Sale/Casualty Event Percentage multiplied by Net Cash Proceeds received by the Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of such Net Proceeds; provided that, in the case of any Obligor event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Unmatured Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to that are not reinvested in accordance with this Section 3.03(b)(ii) shall does not be deemed to be a consent to exceed $10,000,000 in any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.fiscal

Mandatory Prepayments. The Borrowers shall prepay (a) Upon the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event occurrence of any Casualty EventEquity Issuance by the Company or any of its Subsidiaries resulting in Net Cash Proceeds in excess of $100,000, an amount, inclusive amount equal to the lesser of any Prepayment Premium, any accrued but unpaid interest (including interest on x) the then outstanding principal amount of the principal being prepaidRevolving Loans and accrued and unpaid interest thereon and (y) and fees then due and owing, equal to 10060% of the Net Cash Proceeds received thereof, shall be applied within ten (10) Business Days of the date of such issuance toward the prepayment of the Revolving Loans as set forth in Section 2.21(d). (b) Upon the incurrence of any Debt (as specified in clauses (a) and (j) of the definition thereof) by any Obligor the Company or any of its Subsidiaries with (excluding any Obligations) resulting in Net Cash Proceeds in excess of $100,000, an amount equal to the lesser of (x) the then outstanding principal amount of the Revolving Loans and accrued and unpaid interest thereon and (y) 60% of the Net Cash Proceeds thereof, shall be applied within ten (10) Business Days after the date of such incurrence of Debt toward the prepayment of the Revolving Loans as set forth in Section 2.21(d). (c) If on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect theretothereof (within ten (10) Business Days of such Asset Sale, Purchase Price Refund or Recovery Event), an amount equal to the lesser of (x) the then outstanding principal amount of the Revolving Loans and accrued and unpaid interest thereon and (y) such Net Cash Proceeds, shall be applied on the 11th Business Day following such Asset Sale, Purchase Price Refund or Recovery Event toward the prepayment of the Revolving Loans as set forth in Section 2.21(d); provided, howeverthat, so long notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $500,000 in any fiscal year of the Company; and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Revolving Loans as set forth in Section 2.21(d). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.21 shall be applied to the prepayment of the Revolving Loans, but not the reduction of the Revolving Commitments. The application of any prepayment pursuant to this Section shall be made, first, to Base Rate Loans, second, to Index Rate Loans, and, third, to LIBOR Loans. Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) To the extent that the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount (as may be reduced pursuant to Section 2.21 or otherwise), and upon the Administrative Agent’s demand therefor, the Borrowers shall pay such excess amount by first prepaying the Revolving Loans, next prepaying amounts paid by the Issuing Bank under the Letters of Credit for which it has not been reimbursed by the Borrowers, and then providing cash collateral for the Letters of Credit, as specified below. In the event that the Borrowers shall be required to provide cash collateral for the Letters of Credit pursuant to the foregoing sentence, the Borrowers shall effect the same by paying to the Administrative Agent, for the benefit of the Issuing Bank, immediately available funds in an amount equal to the required amount, which funds shall be retained by the Administrative Agent, for the benefit of the Issuing Bank, in a cash collateral account until the earlier to occur of (1) the date the affected Letters of Credit shall have been terminated or cancelled, and (2) the date the Revolving Credit Exposure no longer exceeds the Aggregate Revolving Commitment Amount, at which time the cash collateral shall be paid to the Company, provided that no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus solely in respect of any event specified in clauses (b)(ii) and (b)(iii) below, the Prepayment Premium on the then outstanding principal amount of the Loans being prepaid (calculated in accordance with Section 3.03(a), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In Within three (3) days following receipt by any Obligor of the event proceeds of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds net cash insurance or other proceeds received by any Obligor or any of its Subsidiaries Borrower with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within two hundred and seventy (270) days (with such reinvestment to be subject to a binding commitment within at least one hundred and eighty (180) days days) after receipt of such Net Cash Proceedsproceeds, the Obligors Borrower may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement such net proceeds toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) to the extent any property so replaced or repaired was subject to a first priority security interest in favor of the Lenders at the time of the damage thereto or the destruction thereof shall be deemed Collateral in which the Administrative Agent for the benefit of the Lenders has have been granted a first priority security interest under and Borrower shall take all such actions required to provide the Security DocumentsLenders with a first priority security interest on such property. (ii) In the event any Obligor or any of its Subsidiaries Borrower incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds net cash proceeds thereof received by such PersonBorrower. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event Within three (3) days following receipt by any Obligor or of the net cash proceeds of any of its Subsidiaries consummates an Asset Sale other than an (excluding any Asset Sale that is permitted by pursuant to Section 9.09 hereof (other than pursuant to Section 9.09(j9.09(l)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds net cash proceeds received by such Obligor in connection Borrower with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within two hundred and seventy (270) days (with such investment to be subject to a binding commitment within at least one hundred and eighty (180) days) after receipt of such proceeds, Borrower may invest such net cash proceeds in assets of the general type used in the business of the Obligors and their Subsidiaries; provided, further, that to the extent any Property subject to such Asset SaleSale was subject to a first priority security interest in favor of the Lenders at the time of disposition shall be deemed Collateral in which Lenders have been granted a first priority security interest and Borrower shall take all such actions required to provide the Lenders with a first priority security interest on such property. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any such Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv. All prepayments made pursuant to this Section 3.03(b) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale shall be applied pursuant to Section 9.09(l4.01(b)(ii), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries in respect of the Designated Assets, the Borrower shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate principal amount of the principal being prepaid) and fees then due and owing, Advances equal to 100% of the all Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by any Obligor the Borrower or such Subsidiary. (b) If the Borrower or any of its Subsidiaries with respect thereto; providedDisposes of any Designated Assets, however, so long as no Default or Event the Borrower shall prepay an aggregate principal amount of Default has occurred and is continuing, within one hundred eighty (180) days after receipt Advances equal to 100% of such Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary. (c) In the event and on each occasion that, after the making of the Advances hereunder on the Initial Funding Date, any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Early Repayment Event, (i) the Borrower shall, on the date of such receipt, deliver to the Agent a notice thereof setting forth the nature of such Early Repayment Event and the amount of such Net Cash Proceeds (together with a reasonably detailed calculation thereof) and (ii) within three Business Days after such Net Cash Proceeds are received, the Borrower shall prepay Advances in an amount equal to such Net Cash Proceeds (or, if less, an amount equal to the aggregate amount of the Advances then outstanding). (d) To the extent no Advances are outstanding after giving effect to any prepayment made under this Section 2.14 and there remains any unapplied Net Cash Proceeds, the Obligors Borrower may apply the retain such unapplied Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsProceeds. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date (a) If any Indebtedness shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received incurred by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty Loan Party (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by under Section 9.01 hereof7.03), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Loans as set forth in Section 2.08(c). (b) If on any date any Loan Party shall receive Net Cash Proceeds from any Disposition (other than Dispositions permitted under Section 7.05) or Recovery Event, such Net Cash Proceeds shall be applied on the next Business Day following such date toward the prepayment of the Loans as set forth in Section 2.08(c); provided that if the Borrower and the Subsidiaries apply the Net Cash Proceeds from such event (or a portion thereof) within 360 days after receipt of such Net Cash Proceeds and at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries (provided that the Borrower has delivered to the Administrative Agent on the next Business Day following the date such Net Proceeds are received by such Person. For the avoidance a certificate of doubta financial officer stating its intention to do so and certifying that no Default has occurred and is continuing), any then no prepayment made shall be required pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs paragraph in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% respect of the Net Cash Proceeds received in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such Obligor 360-day period, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (c) Amounts to be applied in connection with such Asset Sale. For the avoidance of doubt, any prepayment prepayments made pursuant to this Section 3.03(b)(iii) 2.08 shall not be deemed applied to the prepayment of the Loans. Any such prepayment of the Loans shall be accompanied by a consent reduction of the Commitments; provided that if the aggregate principal amount of Loans then outstanding is less than the amount of the then outstanding Commitments (because L/C Obligations constitute a portion thereof), the Borrower shall, to any Asset Sale or the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cure or waiver cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale prepayment pursuant to Section 9.09(l)2.08 shall be made, an amount (not subject first, to any Prepayment Premium) equal Base Rate Loans and, second, to 75% Eurodollar Loans. Each prepayment of the Net Partnership Agreement Proceeds received Loans under Section 2.08 (except in the case of Committed Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such Obligor in connection with such Asset Saleprepayment on the amount prepaid.

Mandatory Prepayments. (a) The Borrowers Borrower shall prepay the Term Loans Loans, to the extent of the total amounts due hereunder, including interest and fees, in amounts as provided below, it being agreed that the relevant payment date shall be deemed an amount equal to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds net proceeds received from the sale or other disposition of all or any part of the assets of the Borrower or any of its Subsidiaries; (ii) 100% of the net proceeds received by any Obligor the Borrower or any of its Subsidiaries with respect theretofrom the issuance of debt or preferred stock; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180iii) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit 100% of the Lenders has been granted a security interest under net proceeds received from the Security Documents. issuance of common equity (ii) In including upon the event any Obligor exercise of warrants and options), by the Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Subsidiaries; (including interest on the amount of the principal being prepaidiv) and fees then due and owing, equal to 100% of all insurance recoveries in excess of amounts applied promptly to replace or restore any properties in respect of which such proceeds are paid to the Net Cash Proceeds thereof received Borrower and its subsidiaries. In addition, all amounts then owing under this Agreement (including all principal, interest, fees and expenses) shall become due and payable upon the earlier of (a) the termination of the Asset Purchase Agreement, and (b)(i) the FCC's denial of the FCC Assignment Applications, or the failure of the FCC Assignment Application or, if granted, the FCC Order to remain pending or in full force and effect, or the FCC's determination to reconsider or review any grant of the FCC Assignment Application; or (ii) the filing by any Person of a petition to deny or other objection (that the Agent determines, in its sole discretion, to be material), to the FCC Assignment Application, or any petition for reconsideration, petition for review, request for stay, or other request for appeal, with respect to the FCC's grant of the FCC Assignment Application, unless in any case the Borrower has reasonable grounds to believe that it will prevail in challenging any such Person. For event in (b)(i) or (b)(ii) and Borrower is continuing to diligently pursue its alternatives with respect thereto. (b) Unless the avoidance of doubtBorrower indicates otherwise, any prepayment made the mandatory prepayments pursuant to this Section 3.03(b)(ii) subsection 2.5 shall not first be deemed used to be a consent prepay the then outstanding ABR Loans made to any the Borrower and second to prepay the then outstanding Eurodollar Loans made to the Borrower in the order in which such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersEurodollar Loans become due. (iiic) In the event any Obligor or any The provisions of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) subsections 2.15 and fees then due and owing, equal 2.17 shall apply to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made all mandatory prepayments pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenderssubsection 2.5. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty or Condemnation pursuant to Sections 18 or 19 of the Lease not constituting a Significant Casualty Event or a Significant Condemnation Event, an amountas applicable, inclusive within five (5) Business Days following the receipt by the Lessor or the Lessee of any Prepayment Premiumproceeds from such Casualty or Condemnation, any accrued but unpaid interest (including interest on the amount Lessee shall make a prepayment of the principal being prepaid) and fees then due and owing, Lease Balance to the Administrative Agent equal to 100% of the Net Cash Proceeds received by any Obligor from such Casualty or any of its Subsidiaries with respect theretoCondemnation; provided, however, that the Lessee, may, at its option by written notice to the Administrative Agent no later than thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) following the occurrence of such Casualty or Condemnation resulting in such Net Proceeds, apply such Net Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as (A) such Net Proceeds are in fact used to rebuild or replace the damaged, destroyed or condemned assets or property within one hundred eighty (180) days following the receipt of such Net Proceeds, with the amount of Net Proceeds not so used after such period to be applied as set forth in Section 5.3, (B) no Default or Event of Default has occurred and is continuingcontinuing at the time such proceeds are received or at the time of such rebuilding or replacement, within one hundred eighty and the Lessee certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing at such times, and (180C) days after receipt to the extent such Net Proceeds exceed $500,000 prior to the Maturity Date, such Net Proceeds are held in the Completion Reserve Fund while awaiting application (it being acknowledged and agreed that the Completion Reserve Lock-Up Date and the conditions precedent set forth in Section 6.3 (other than Section 6.3(c)) shall not apply to any Disbursements of such Net Cash ProceedsProceeds ). If proceeds from a Casualty or Condemnation are received by the Lessor or Lessee after the occurrence and during the continuance of an Event of Default, the Obligors may apply recipient thereof shall hold such proceeds in trust for the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any Administrative Agent and immediately upon receipt thereof remit such replaced or repaired property shall be Collateral in which proceeds to the Administrative Agent for the benefit application in accordance with Section 5.3. Nothing in this Section 4.2(c) shall be construed to permit, or waive any Default or Event of the Lenders has been granted a security interest under the Security DocumentsDefault arising directly or indirectly from, any Casualty or Condemnation. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment PremiumCasualty or Condemnation pursuant to Sections 18 or 19 of the Lease constituting a Significant Casualty Event or a Significant Condemnation Event, any accrued but unpaid interest as applicable, the Lessor and the Lessee shall: (including interest on A) immediately notify the Administrative Agent thereof, (B) if directed to do so by the Administrative Agent, make a prepayment equal to the remaining amount of the principal being prepaidLease Balance (regardless of whether any Net Proceeds in respect of such Condemnation or Casualty are received) and fees then due (C) hold any Net Proceeds received in respect of such Condemnation or Casualty in trust for the Administrative Agent and owing, equal immediately upon receipt thereof remit such proceeds to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Administrative Agent for application in accordance with Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders5.3. (iii) In the event of any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted conducted by the Lessee in violation of Section 9.09 hereof (other than 8.1(s) or by the Lessor in violation of Section 9.09(j)9.2(j), an amountthe Lessee, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount its own or on behalf of the principal being prepaid) and fees then due and owingLessor, as applicable, shall make a prepayment of the Lease Balance to the Administrative Agent equal to 100% of the Net Cash Proceeds received by such Obligor in connection with of such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In Any prepayment required by this Section 4.2(c) that is made prior to the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant date that is twelve (12) months prior to Section 9.09(l), an amount the Maturity Date (not subject without giving effect to any Prepayment PremiumExtension Term) equal to 75% of the Net Partnership Agreement Proceeds received shall be accompanied by such Obligor in connection with such Asset Salea Make-Whole Amount.

Mandatory Prepayments. The Borrowers Borrower shall on or prior to the third (3rd) Business Day following the occurrence of any applicable event under clauses (i) through (iii) below, prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, continuing within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 2,500,000 in the aggregate for all losses in the aggregate under all Casualty Events during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $2,500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay (a) Within three Business Days after receipt by any Loan Party or any Subsidiary of any Loan Party of Net Cash Proceeds (or, in the Term Loans in amounts as provided case of clause (iii) below, it being agreed that upon the relevant payment date receipt by any Loan Party, or any Subsidiary of any Loan Party of any proceeds of any “Asset Sale,” as defined in such clause, within one Business Day after the day such proceeds become subject to such clause) the following shall be deemed to be the “Redemption Date” for purposes of such calculation), as followsoccur: (i) In to the event of any Casualty Eventextent such Net Cash Proceeds arise from an Asset Sale, an amountProperty Loss Event or Debt Issuance, inclusive of any Prepayment Premiumthe Borrower (or, at the Borrower’s option, any accrued but unpaid interest (including interest on other Loan Party for the amount benefit of the principal being prepaidBorrower) and fees then due and owing, shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that: (A) no such prepayment caused by the receipt of Net Cash Proceeds arising from an Asset Sale shall be required to the extent that the Dollar Equivalent of the sum of such Net Cash Proceeds and all other Net Cash Proceeds from Asset Sales received by any Obligor the Parent or any of its Subsidiaries after the Closing Date does not exceed $15,000,000 (it being understood that a prepayment shall only be required of such excess to the extent such Dollar Equivalent exceeds $15,000,000); (B) as long as no Event of Default shall have occurred and be continuing, no such prepayment caused by the receipt of Net Cash Proceeds arising from any incurrence of Additional Permitted Debt shall be required if (1) the Administrative Agent has received an Additional Permitted Debt Notice with respect theretoof such incurrence and (2) such Net Cash Proceeds are intended to be used substantially contemporaneously with such incurrence for the Permitted Acquisition set forth in such Additional Permitted Debt Notice; provided, further, that, notwithstanding the foregoing, such prepayment shall be required (in the percentages set forth above) in an amount equal to the Net Cash Proceeds of the Additional Permitted Debt not used to fund substantially contemporaneously with the issuance of such Additional Permitted Debt the Permitted Acquisition identified in the corresponding Additional Permitted Debt Notice; and (ii) notwithstanding the foregoing in this clause (a) and notwithstanding clause (e) below, at any time when any Loan Party, any Subsidiary of any Loan Party or any Joint Venture of any of them consummates any “Asset Sale,” as defined in any Senior Notes Document (together with any word of similar applications defined in any Subordinated Debt Document or any Disqualified Stock Document), at any time when, and to the extent, in the absence of any re- quirement to prepay the Secured Obligations hereunder, the Borrower would be required to prepay, or make an offer to purchase, any Subordinated Debt or Disqualified Stock, the Borrower (or, at the Borrower’s option, any other Loan Party for the benefit of the Borrower) shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount not to exceed the proceeds of such “Asset Sale.” Any such mandatory prepayment shall be applied in accordance with clause (c) below. (b) The Borrower (or, at the Borrower’s option, any other Loan Party for the benefit of the Borrower) shall prepay the Loans within 90 days after the last day of each Fiscal Year (beginning with the Fiscal Year 2011 (i.e., the first such prepayment to be within 90 days of March 31, 2011)), in an amount equal to the difference between (i) 50% of the Excess Cash Flow for such Fiscal Year and (ii) the sum of (x) all optional cash principal payments on the Loans made during such Fiscal Year (but only, in the case of payment in respect of Revolving Loans, to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such payments) and (y) the amount expended by any Purchasing Borrower Parties to prepay any Term Loans pursuant to Section 2.8(c) (Optional Prepayments); provided, however, so long that, if the Leverage Ratio of the Parent on the last day of such Fiscal Year is less than 3.75 to 1.0, then no such prepayment shall be required. Any such mandatory prepayment shall be applied in accordance with clause (c) below. (c) Subject to the provisions of Section 2.13(g) (Payments and Computations) and clause (e) below, any prepayments required to be applied in accordance with this clause (c) shall be applied as no Default or follows: first, to repay the outstanding principal balance of the Term Loans, until such Term Loans shall have been paid in full; second, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been paid in full; third, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and fourth, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 102% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided, however, that, at any time prior to the occurrence and continuation of any Event of Default has occurred and is continuingDefault, within one hundred eighty (180) days after any mandatory prepayment required by the receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term Asset Sale permitted under Section 8.4(j) (Sale of this Agreement toward the replacement or repair Assets) of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in non-core assets previously acquired as part of a Permitted Acquisition and with respect to which the Administrative Agent for has received a Permitted Acquisition Notice shall be first applied to repay the benefit Revolving Loans and Swing Loans in an amount not to exceed the amount identified in such Permitted Acquisition Notice as part of a Borrowing the proceeds of which were used consummate such Permitted Acquisition. All prepayments of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment Term Loans made pursuant to this Section 3.03(b)(iiclause (c) shall not be deemed applied first to prepay the next four principal installments of the Term Loans in order of their maturity and then to prepay the remaining principal installments thereof ratably. All prepayments of Revolving Loans and Swing Loans required to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iiiclause (c) because of Asset Sales (other than any prepayment of the Revolving Loans or Swing Loans required to be made solely to the extent of a Borrowing thereof made to consummate a Permitted Acquisition, as set forth in a Permitted Acquisition Notice) or Property Loss Events (but not prepayments required to be made because of Debt Issuances or Excess Cash Flow) shall not be deemed to be result in a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent permanent reduction of the Majority Lenders. Revolving Credit Commitments to the extent provided in Section 2.5(b) (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Eventthe termination of all the Revolving Commitments, an amountthe Borrower shall, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt date of such Net Cash Proceedstermination, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for repay or prepay all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsoutstanding Revolving Loans. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premiumpartial reduction of the Revolving Commitments pursuant to Section 2.07, any accrued but unpaid interest Section 2.09(c) or Section 2.10(a), then (including interest x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount of the principal being prepaid) and fees then due and owing, equal sufficient to 100% of the Net Cash Proceeds thereof received by eliminate such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexcess. (iii) In If at any time the event any Obligor Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or any of its Subsidiaries consummates demand, immediately repay or prepay Revolving Loans in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal sufficient to 100% of the Net Cash Proceeds received by eliminate such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexcess. (iv) In On (i) the event date of any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant in respect of a Collateral Vessel, or Sale and Leaseback Transaction in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (the transactions referred to in this clause (i), each a “Collateral Vessel Disposition”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt (or, if such date is not a Business Day, on the following Business Day) by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss; provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment shall be required, the Borrower shall, subject to Section 9.09(l2.10(h), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount (not subject sufficient to any Prepayment Premiumeliminate such excess) in an amount equal to 75% of the Net Partnership Agreement Proceeds received by Collateral Disposition Reduction Amount for such Obligor in connection with such Asset SaleCollateral Vessel Disposition or Total Loss.

Mandatory Prepayments. The Borrowers shall If at any time, as a result of the second sentence of subsection (a) of Section 2.10, the sum of the Loan Balance and the L/C Exposure exceeds the Commitment Amount then in effect, the Borrower shall, within fiveBusiness Days of receipt of written notice from the Lender of such occurrence, prepay such portion of the Loan Balance and/or, as provided below in this subsection (a), provide cash as Collateral so that the sum of the Loan Balance and the L/C Exposure does not exceed the Commitment Amount then in effect. If at any time, other than as a result of the second sentence of subsection (a) of Section 2.10, the sum of the Loan Balance and the L/C Exposure exceeds the Commitment Amount then in effect, the Borrower shall, at the option of the Borrower and within 10 days of receipt of written notice from the Lender of such occurrence, (a) prepay the Term Loans amount of such excess in amounts three substantially equal installment payments, each for application on the Loan Balance and then to provide cash as Collateral for the L/C Exposure in the manner provided belowbelow in this Section 2.11, it the first of which being agreed that due on the 30th day following receipt by the Borrower of the relevant payment date written notice from the Lender, the second of which being due on the 60th day following receipt by the Borrower of the relevant written notice from the Lender, and the third of which being due on the 90th day following receipt by the Borrower of the relevant written notice from the Lender, (b) provide, within 30 days of such election by the Borrower, additional Collateral, of character and value satisfactory to the Lender in its sole discretion, and/or cash as Collateral to secure the Obligations, by way of the execution and delivery to the Lender of Security Documents in form and substance satisfactory to the Lender or (c) affect any combination of the alternatives described in clauses (a) and (b) of this sentence and acceptable to the Lender in its reasonable credit judgment. Any prepayment pursuant to the provisions of this Section 2.11 or Section 6.4 shall be deemed without premium or penalty and shall be applied against the Loan Balance and accrued and unpaid interest thereon, and the amount of any such prepayment applied against the Loan Balance may be reborrowed if otherwise available to be the “Redemption Date” for purposes Borrower pursuant to the terms of such calculation), as follows: (i) this Agreement. In the event that a mandatory prepayment is to be made under this Section 2.11 and the Loan Balance is less than the amount required to be prepaid, the Borrower shall repay the entire Loan Balance and, in accordance with the provisions of any Casualty Eventthe relevant Letter of Credit Applications executed by the Borrower or otherwise to the satisfaction of the Lender, deposit with the Lender, as additional collateral securing the Obligations, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owingcash, in immediately available funds, equal to 100% the L/C Exposure minus the Commitment Amount. The cash deposited with the Lender in satisfaction of the Net Cash Proceeds received by any Obligor or any requirement provided in this Section 2.11 may be invested, at the sole discretion of its Subsidiaries with respect thereto; provided, however, so long the Lender and then only at the express direction of the Borrower as to investment vehicle and maturity (which shall be no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, later than the Obligors may apply the Net Cash Proceeds latest expiry date of any casualty policy up tothen outstanding Letter of Credit), but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit account of the Lenders has been granted a security interest under Borrower in cash or cash equivalent investments offered by or through the Security DocumentsLender. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) If the Borrower or any of its Subsidiaries shall prepay the Term Loans in amounts as provided belowreceive any proceeds from any sale, it being agreed that the relevant payment date shall be deemed lease, transfer or disposition except for any transactions contemplated by Section 6.06(i) hereto to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event any Person of any Casualty Event, of its Property or Equity Securities (other than sales of inventory in the ordinary course of business and permitted Sale and Leaseback Transactions) then the Borrower shall immediately upon receipt thereof apply in accordance with Section 2.09 an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, in cash equal to 100% of the Net Cash Sale Proceeds received by any Obligor from such sale, lease, transfer or any disposition to the Lender as a mandatory repayment of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred outstanding Loans and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses reduction in the aggregate during remaining Loan Commitment in accordance with the term requirements of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsSection 2.08. (b) If (v) the Borrower enters into any agreement with respect to a Superior Proposal, (w) the Merger Agreement is terminated, (x) there is consummated a Third Party Tender Offer, or (y) any Person or group of Persons shall have acquired a majority of the equity interests in, or all or any material portion of the assets of, the Borrower and its subsidiaries, then (i) the Loan Commitment shall automatically and immediately terminate and (ii) In the event unpaid aggregate principal amount of, and any Obligor or and all accrued Interest on, the Loans and any and all other Obligations shall automatically become immediately due and payable, with all Interest from time to time accrued thereon, provided that if the Merger Agreement is terminated by the Borrower in accordance with Section 10.01(b) thereof as a result of a breach by the Buyer of its Subsidiaries incurs Indebtedness obligations thereunder, then the unpaid aggregate principal amount of, and any and all accrued Interest on, the Loans and any and all other than Indebtedness that is permitted by Section 9.01 hereofObligations shall become due and payable, an amountwith all Interest from time to time accrued thereon, inclusive on the sixtieth calendar day after such termination, and without presentation, demand or protest or other requirements of any Prepayment Premiumkind(including without limitation, any accrued but unpaid interest (including interest on valuation and appraisement, due diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the amount Borrower, and the obligation of the principal being prepaid) and fees then due and owing, equal Lender to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, make any prepayment made pursuant to this Section 3.03(b)(ii) Loans hereunder shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersthereupon terminate. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Eventtermination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay each outstanding Swingline Loan and Revolving Borrowing in the Currency of the original Borrowing, replace or Cash Collateralize each outstanding Letter of Credit in an amount, inclusive amount equal to the L/C Exposure in respect of each such Letter of Credit. If on any date (whether as a result of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount partial reduction of the principal being prepaidRevolving Commitments, currency fluctuations or otherwise) the Aggregate Revolving Exposure would exceed 100% (or, if solely as a result of fluctuations in the exchange rate of Currencies, 105%) of the Total Revolving Commitments then available to the Borrower, then the Borrower shall, within two Business Days after the earlier of (i) the receipt of a written request from the Administrative Agent and fees (ii) a Responsible Officer becoming aware of such event, forthwith repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and/or Cash Collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (b) Not later than the third Business Day following the receipt (which in the case of an escrow closing means the date of release of funds from such escrow) of Net Cash Proceeds (other than any Excluded Proceeds, except as provided in the definition thereof) in respect of any Asset Sale (other than any Asset Sale the proceeds of which, when taken together with the proceeds of all other Asset Sales during the then due and owingcurrent fiscal year of Holdings, equal do not exceed U.S.$25,000,000) by Holdings or any of its Subsidiaries or the occurrence of any Recovery Event relating to Holdings or any of its Subsidiaries, the Borrower shall apply 100% of the Net Cash Proceeds received by Holdings or such Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(e); provided that notwithstanding anything herein to the contrary, the Borrower may, by written notice to the Administrative Agent, elect to apply any Obligor such Net Cash Proceeds of any such Asset Sale of or Recovery Event on a pro rata basis to (x) prepay outstanding Term Loans and (y) prepay, or offer to repurchase, any outstanding Permitted Pari Passu Secured Refinancing Debt and that (1) to the extent permitted hereunder (including under Section 2.25 and the definition of “Credit Agreement Refinancing Indebtedness”), by its terms expressly requires the Borrower to prepay (or offer to repurchase) such Permitted Pari Passu Secured Refinancing Debt with such proceeds and (2) is secured by the assets subject to such Asset Sale or Recovery Event; it being understood that any such proceeds not so applied to repay or repurchase such Permitted Pari Passu Secured Refinancing Debt (due to the declination of such offer to repurchase by the holders thereof or for any other reason) shall be applied to prepay outstanding Term Loans in accordance with Section 2.13(e). (c) In the event that Holdings or any Subsidiary shall receive Net Cash Proceeds (other than any Excluded Proceeds, except as provided in the definition thereof) from the issuance or other incurrence of its Subsidiaries Indebtedness (other than Indebtedness permitted pursuant to Section 6.01 (but excluding Credit Agreement Refinancing Indebtedness in respect of the Term Loans)), the Borrower shall, substantially simultaneously with respect thereto; provided, however, so long as no Default or Event of Default has occurred (and is continuing, within one hundred eighty (180in any event not later than the first Business Day following) days after the receipt of such Net Cash ProceedsProceeds by Holdings or such Subsidiary, the Obligors may apply the an amount equal to 100% of such Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses therefrom to prepay outstanding Term Loans in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsaccordance with Section 2.13(e). (d) Not later than five Business Days after the date on which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) in respect of any Excess Cash Flow Period (the “ECF Prepayment Deadline”), the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal to (i) the Required Percentage of such Excess Cash Flow minus (ii) In the event amount of any Obligor or any voluntary prepayments (other than voluntary prepayments funded by the incurrence of its Subsidiaries incurs Indebtedness (other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive revolving in nature) during such Excess Cash Flow Period (without duplication of any such prepayment amounts deducted from Excess Cash Flow for the immediately preceding Excess Cash Flow Period) or, at the election of the Borrower, after such Excess Cash Flow Period and prior to such ECF Prepayment PremiumDeadline of (A) Term Loans or any Incremental Term Loans, (B) Revolving Loans or any accrued but unpaid interest Incremental Revolving Loans (including interest on to the extent the commitments in respect thereof are permanently reduced by the amount of such prepayments), and (C) any Permitted Pari Passu Secured Refinancing Debt, and any Permitted Refinancing Indebtedness in respect of any of the foregoing (but only to the extent such Permitted Refinancing Indebtedness is secured by the Collateral on a pari passu basis with the Obligations in accordance herewith), in each case, to the extent permitted hereunder, to prepay outstanding Term Loans in accordance with Section 2.13(e). (e) Amounts to be applied in connection with prepayments of Term Loans made pursuant to clauses (b) through (d) of this Section shall be applied to prepay the Term Loans then outstanding (x) first, in direct order of maturity to the next four scheduled repayments thereof and (y) second, pro rata to the remaining scheduled repayments thereof (including, for the avoidance of doubt, the required payments at maturity). (f) Notwithstanding anything in this Section 2.13 to the contrary, any Lender may elect, by written notice to the Administrative Agent not later than 10:00 a.m. (New York time), at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (other than any mandatory prepayment with proceeds of Credit Agreement Refinancing Indebtedness), in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined shall be retained by the Borrower. (g) The Borrower shall (i) deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, a certificate signed by a Financial Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment and, if applicable, the amount being prepaid (or offered) to holders of Permitted Pari Passu Secured Refinancing Debt that is in the form of notes pursuant to the proviso to Section 2.13(b), and (ii) give to the Administrative Agent (which shall promptly give to each Lender), to the extent practicable, at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall be in the form of a Prepayment Notice and shall specify the prepayment date, the Type and Class of each Loan being prepaid and the principal being amount and Currency of each Loan (or portion thereof) to be prepaid) and fees then due and owing. All prepayments of Borrowings pursuant to this Section 2.13 shall be subject to Section 2.16 and, equal in the case of Section 2.13(c), any applicable Repricing Premium pursuant to 100% of the Net Cash Proceeds thereof received by such PersonSection 2.12(d), but shall otherwise be without premium or penalty. For the avoidance of doubt, in no event shall the making of any mandatory prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be 2.13 operate as a consent to any such incurrence of Indebtedness cure, or result in a cure or waiver waiver, of any Default or Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersDefault. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event and on each occasion that the Borrower shall issue any Stock (other than Excluded Borrower Stock) or issue or incur any Debt (other than Excluded Borrower Debt), the Borrower shall, concurrently with such issuance or incurrence, immediately give notice to the Administrative Agent of any Casualty Eventsuch issuance or incurrence, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest and on the 3rd Euro-Dollar Business Day thereafter the Borrower shall repay or prepay the principal amount of the principal being prepaid) and fees then due and owing, Loans in an amount equal to 100% of the Net Cash Proceeds received by any Obligor of Stock (in the case of issuance of Stock) or 100% of the Net Proceeds of Debt (in the case of issuance or incurrence of Debt). (b) In the event and on each occasion that the Borrower or any of its Subsidiaries with respect thereto; provided, however, so long as no Default shall sell or Event otherwise dispose of Default has occurred and is continuing, within one hundred eighty any assets (180) days after receipt of such Net Cash Proceedsother than Excluded Sales), the Obligors may apply the Net Cash Proceeds of any casualty policy up toBorrower shall, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement concurrently with such sale or repair of destroyed or damaged property; provideddisposition, further, that any such replaced or repaired property shall be Collateral in which immediately give notice to the Administrative Agent for of such sale or disposition, and on the benefit of 3rd Euro-Dollar Business Day thereafter the Lenders has been granted a security interest under Borrower shall, to the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness extent that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of Net Disposition Proceeds arising from such sale or disposition, when aggregated with the total amount of Net Disposition Proceeds arising from all other sales and dispositions (other than Excluded Sales) made after the Closing Date, exceeds $50,000,000, repay or prepay the principal being prepaid) and fees then due and owing, amount of the Loans in an amount equal to 100% of such Net Disposition Proceeds to the extent that such Net Cash Disposition Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexceed $50,000,000. (iiic) In the event any Obligor Each such payment or any of its Subsidiaries consummates prepayment shall be accompanied by an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any amount equal to all accrued but and unpaid interest (including interest on the amount so prepaid (together with, in the case of prepayment of Euro-Dollar Loans, any amounts due under Section 8.05) and shall be applied to repay or prepay ratably the Loans of the principal being prepaid) and fees then due and owing, equal to 100% several Banks in the inverse order of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, maturity; provided that any prepayment made required pursuant to this clause (a) or (b) above that occurs within the ninety (90) day period immediately preceding the First Payment Date shall be applied to repay the first principal installment referenced in Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.04(i). (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event the Aggregate Revolving Credit Extensions of Credit exceeds the Line Cap (including after giving effect to any reductions in the Revolving Credit Commitments pursuant to Section 5.4(a)), the Company shall within one (1) Business Day of notice thereof from the Administrative Agent prepay Revolving Credit Loans (including the Swingline Loans) and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess. (b) Upon the Revolving Credit Termination Date, the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent and each applicable Issuing Lender on terms satisfactory to the Administrative Agent and each applicable Issuing Lender. (c) If any Credit Party receives any Net Proceeds in respect of any Casualty Fixed Debt Priority Collateral Prepayment Event, an amountthen (i) so long as no Cash Dominion Event has occurred or is in effect, inclusive the Company shall, on the next Business Day after such Net Proceeds are utilized for any required repayments of any Prepayment Premiumthe Fixed Debt (or, if the Payment Conditions are then satisfied, any accrued but unpaid interest Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in (including interest on x) Additional Assets or (y) Capital Expenditures and other Investments used or useful in a Permitted Business (which shall include any Investment permitted by the Term Loan Agreement and this Agreement), in each case, in accordance with the terms of the Fixed Debt Documents (or the indenture or documents governing any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien), prepay the Obligations in an aggregate amount equal to the lesser of (A) 100% of such Net Proceeds minus amounts so utilized for repayments of the Fixed Debt (or, if the Payment Conditions are then satisfied, any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in Collateral, in each case, in accordance with the terms of the Fixed Debt Documents (or the indenture or documents governing any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) and (B) the aggregate outstanding principal amount of the principal being prepaidLoans or (ii) if a Cash Dominion Event has occurred and fees then due is continuing, the Company shall, within one (1) Business Day following such Fixed Debt Priority Collateral Prepayment Event, utilize such Net Proceeds to repay all or any portion of the Loans or deposit any remaining Net Proceeds (after giving effect to any repayment of the Loans) into the Asset Sale Reserve Account. (d) Within five (5) Business Days of the date of incurrence by any Credit Party or any Restricted Subsidiary of any Indebtedness (other than Indebtedness permitted by Section 9.2), the Company shall prepay Revolving Credit Loans and owing, Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof net proceeds received by such PersonPerson in connection with such incurrence. For the avoidance The provisions of doubt, any prepayment made pursuant to this Section 3.03(b)(ii5.6(d) shall not be deemed to be a implied consent to any such incurrence otherwise prohibited by the terms and conditions of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersthis Agreement. (iiie) In If, at the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive end of any Prepayment PremiumExcess Cash Test Date there are Revolving Credit Loans and/or Revolving L/C Obligations outstanding and the Credit Parties and their Restricted Subsidiaries have Excess Cash exceeding $50,000,000, any accrued but unpaid interest the Company shall prepay Revolving Credit Loans and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to the lesser of (including interest on i) the amount of such Excess Cash minus $50,000,000 minus the amount of any wires initiated or ACH transfers issued by any Credit Party in the ordinary course of business after the end of such Excess Cash Test Date and prior to 12:00 P.M., New York City time, on the date that such prepayment is required to be made and (ii) the aggregate principal being prepaid) amount of Revolving Credit Loans and fees Revolving L/C Obligations then due and owingoutstanding by 12:00 P.M., equal to 100% of New York City time on the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to next Business Day; provided that prepayments under this Section 3.03(b)(iii5.6(e) shall not require the Company to pay any breakage under Section 5.21. All prepayments made under this Section 5.6 shall be deemed made first, to be a consent prepay any Protective Advances, second, to any Asset Sale or a cure or waiver prepay the Revolving Credit Loans (including the Swingline Loans), third, to the payment of any Event Revolving L/C Obligations then outstanding, and fourth, to Cash Collateralize outstanding Letters of Default which occurs Credit, without a corresponding permanent reduction in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersRevolving Credit Commitments. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers In the event and on each occasion that any Net Proceeds are received by the Borrower or any other Loan Party in respect of any Prepayment Event, (x) the Borrower shall prepay furnish the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed Administrative Agent with written notice thereof pursuant to be the “Redemption Date” for purposes Section 2.7(c) and (y) within five (5) Business Days of receipt of such calculation)Net Proceeds, as followsthe Borrower shall pay to the Administrative Agent, in respect of the principal of the Loans, for the ratable benefit of the Lenders: (i) In in the event case of any Casualty Eventa Prepayment Event described in clause (a) of the definition thereof, an amountaggregate amount equal to 100% of such Net Proceeds; provided that, inclusive with respect to this clause (i), if the Borrower or any other Loan Party invests (or commits to invest) the Net Proceeds from such Prepayment Event (or a portion thereof) within three months after receipt of any Prepayment Premium, any accrued but unpaid interest such Net Proceeds by the Borrower or such other Loan Party (including interest on pursuant to any permitted acquisition, capital expenditures, acquisition of intellectual property and/or other investments permitted hereunder), then, at the option of the Borrower, no prepayment shall be required pursuant to this clause (i) in respect of such Net Proceeds in respect of such Prepayment Event (or, the applicable portion of such Net Proceeds, if applicable) except to the extent of the amount of any such Net Proceeds therefrom that have not been so invested (or committed to be invested) by the principal being prepaid) and fees then due and owingend of such three-month period (or if committed to be so invested within such three-month period, have not been so invested within three months after the end of the initial three-month period), at which time a prepayment shall be required in an amount equal to 100% of the amount of such Net Cash Proceeds received by any Obligor that have not been so invested (or any of its Subsidiaries with respect theretocommitted to be invested); provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty further that (180x) days after the Borrower may elect to deem expenditures that otherwise would be permissible investments that occur prior to receipt of the Net Proceeds from such Uniti – Bridge Loan and Security Agreement Prepayment Event to have been invested in accordance with the provisions hereof (it being agreed that such deemed expenditure shall have been made no earlier than the earliest of (A) notice of such intended Prepayment Event, (B) execution of a definitive agreement for such Prepayment Event (if applicable) and (C) consummation of such Prepayment Event) and (y) for the avoidance of doubt, during such reinvestment period, notwithstanding any further prepayment obligations arising from this clause (i), the Borrower may, in its sole discretion, utilize such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but for purposes not exceeding $4,000,000 for all losses in the aggregate during the term of otherwise prohibited by this Agreement toward the replacement or repair of destroyed or damaged propertyAgreement; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents.and (ii) In in the event any Obligor or any case of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofa Prepayment Event described in clause (b) of the definition thereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersProceeds. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Eventincurrence of Indebtedness by any Group Member (other than Indebtedness of any Group Member permitted to be incurred or issued under Section 7.2 that does not constitute Specified Prepayment Debt) of Specified Prepayment Debt, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Indebtedness incurrence shall on the Obligors may apply date of such incurrence be applied to the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit prepayment of the Lenders has been granted a security interest under the Security DocumentsTerm Loans as set forth in Section 2.7(a)(iv). (ii) In the event of receipt by any Obligor Group Member of Net Cash Proceeds from any Asset Sale or Recovery Event by any Group Member then, unless a Reinvestment Notice shall be delivered in respect thereof or unless such Net Cash Proceeds are used to repay, prepay, refinance or otherwise terminate Indebtedness of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofany Borrower or Restricted Subsidiary ranking pari passu in right of payment and Lien priority with the Obligations, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof of such Asset Sale or Recovery Event in excess of $10,000,000 (calculated with respect to all Net Cash Proceeds received by such Person. For from any Asset Sale or Recovery Event since the avoidance Closing Date, in each case except with respect to any Net Cash Proceeds with respect to which a Reinvestment Notice has been delivered or which have been used to repay, prepay, refinance or otherwise terminate Indebtedness of doubt, any prepayment made pursuant to this Section 3.03(b)(iiBorrower or Restricted Subsidiary ranking pari passu in right of payment and Lien priority with the Obligations) shall on the date of such receipt be applied to the prepayment of the Term Loans as set forth in Section 2.7(a)(iv); provided, that, notwithstanding the foregoing, in the case of an Asset Sale or Recovery Event with respect to an asset of a Foreign Subsidiary, no mandatory prepayment shall be required until such time as the negative tax consequences described in the next succeeding sentence would not be deemed triggered. In the instance of an Asset Sale or Recovery Event with respect to be an asset of a consent to any such incurrence of Indebtedness or Foreign Subsidiary that is a cure or waiver of any Event of Default which occurs in connection therewithRestricted Subsidiary, it being understood that any such Event of Default may only be waived with if the express consent distribution of the Majority LendersNet Cash Proceeds thereof as provided in this clause (ii) will result in negative tax consequences in the United States to the Company or any of its Restricted Subsidiaries, the Company shall be required to deliver to the Administrative Agent a certificate of a Responsible Officer stating that such distribution will result in negative tax consequences in the United States to the Company or any of its Restricted Subsidiaries. (iii) In If, for any fiscal year of the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))Company commencing with the fiscal year ending December 31, an amount2014, inclusive of any Prepayment Premiumthere shall be Excess Cash Flow, any accrued but unpaid interest (including interest the Company shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent funded with Internally Generated Cash Flow) (x) the aggregate amount of all optional prepayments of Term Loans pursuant to Section 2.7(a) made during such fiscal year, (y) the principal being prepaidaggregate amount of all optional repayments of Revolving Loans pursuant to Section 2.7(a) made during such fiscal year that are accompanied by an equivalent permanent reduction in the Revolving Commitments and fees then due and owing, equal to 100% of (z) the Net Cash Proceeds received by such Obligor aggregate amount expended in connection with such Asset Sale. For the avoidance of doubt, any prepayment made Term Loans Repurchases pursuant to this Section 3.03(b)(iii2.25 made during such fiscal year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) shall not be deemed no later than ten Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1, for the fiscal year with respect to which such prepayment is made, are required to be a consent delivered to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any the Lenders and (ii) the date such Event of Default may only be waived with the express consent of the Majority Lendersfinancial statements are actually delivered. (iv) In Partial prepayments of the event any Obligor or any of its Subsidiaries consummates an Asset Sale Term Loans pursuant to this Section 9.09(l2.7(b) shall be applied to the installments thereof in forward order of maturity; provided that prepayments of Eurodollar Loans pursuant to this Section 2.7(b), an amount (if not on the last day of the Interest Period with respect thereto, shall be subject to the provisions of Section 2.16. (v) Except as set forth in Section 2.16, all payments made under this Section 2.7(b) will be without penalty or premium. (vi) Notwithstanding anything to the contrary contained in this Section 2.7(b), if any Prepayment PremiumTerm Lender shall notify the Administrative Agent (i) equal on the date of such prepayment, with respect to 75% any prepayment under Section 2.7(b)(i) or (ii), or (ii) at least three Business Day prior to the date of a prepayment under Section 2.7(b)(iii) that it wishes to decline its share of such prepayment, such share shall be retained by the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleBorrower.

Mandatory Prepayments. (a) The Borrowers Borrower shall prepay be required to make mandatory prepayments of the Term DOE-Guaranteed Loans upon the occurrence of any of the following and in amounts set forth in this Section 3.4.3, minus such amounts as provided below, it being agreed may be required to be deposited (i) in the Debt Service Reserve Account such that the relevant payment date shall be deemed to be amount on deposit in the “Redemption Date” for purposes of Debt Service Reserve Account equals the Debt Service Reserve Requirement and (ii) in the Maintenance Reserve Account such calculation), as followsthat the amount on deposit in the Maintenance Reserve Account equals the MRA Required Amount: (i) In the event receipt by the Borrower of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount delay damages in excess of the principal being prepaidamounts needed, as determined by the Loan Servicer in consultation with the Lender’s Engineer (as appropriate) to pay financing and fees then due and owing, equal to 100% of operating costs payable resulting from the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents.delay; (ii) In the event any Obligor or any receipt by the Borrower of its Subsidiaries incurs Indebtedness other than Indebtedness Loss Proceeds in an amount that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on exceeds the amount of such Loss Proceeds used or to be used to repair or restore the principal being prepaidProject Facility; (iii) the payment of any amounts to the Borrower in respect of the termination or repudiation of any Project Document or in respect of any damages paid to the Borrower as a result of a breach of any such Project Document (in the case of damages in excess of the amount applied in remedying the relevant breach), in each case, after deduction of all costs and fees then due and owingexpenses (including reasonable attorneys’ fees) incurred in collecting such amounts; (iv) sales of any assets no longer used or useful in the operation of the Project Facility in excess of $500,000 in a single transaction or a series of related transactions, in an amount equal to 100the proceeds of such sales, after deduction of all costs and expenses (including reasonable attorneys’ fees) incurred in connection with such sales, unless applied or to be applied to the acquisition of replacement assets; and (v) to the extent any Restricted Payments or any other payments are made from the Distribution Suspense Account in accordance with Section A.14 of Appendix A to this Agreement, then the Borrower shall, at the same time that such payments are made, apply an amount equal to 36% of the Net Cash Proceeds thereof received by amount of such Person. For payment to the avoidance prepayment of doubtthe DOE-Guaranteed Loan (the “Prepayment Amount”), with such Prepayment Amount allocated to the prepayment of principal in the maximum possible amount when taken together with any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness associated make-whole premiums or a cure or waiver of any Event of Default which occurs in connection therewith, discounts (it being understood that any such Event of Default may only (x) if there is an associated premium, the principal amount prepaid would be waived with less than the express consent of Prepayment Amount, and (y) if there is an associated discount, the Majority Lendersprincipal amount prepaid would be greater than the Prepayment Amount). (iiib) In Any mandatory prepayments of the event any Obligor or any of its Subsidiaries consummates an Asset Sale other DOE-Guaranteed Loans shall be made no later than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor next Payment Date in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived accordance with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l)DOE Credit Facility Documents, an amount (not shall be applied, and shall be subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor terms and conditions, as set forth in connection with such Asset Salethe DOE Credit Facility Documents.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In Within five (5) days following receipt by any Obligor of the event proceeds of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors Borrower may apply the reinvest such Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that that, subject to the terms of the Loan Documents, any such replaced or repaired reinvested property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(l)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Borrower may reinvest such Net Cash Proceeds; provided, further, that, subject to the terms of the Loan Documents, any such reinvested property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Upon the occurrence of any Casualty Event or Asset Sale (that is not otherwise permitted by Section 9.09), to the extent that the aggregate amount of Net Cash Proceeds received by Borrower and its Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) in respect of all such Casualty Events or Asset Sales, when taken together, shall prepay exceed $2,000,000 in such fiscal year, the Term Borrower shall make a mandatory prepayment of the Loans in amounts as provided below, it being agreed that an amount equal to the relevant payment date shall be deemed to be the “Redemption Date” for purposes sum of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest one hundred percent (including interest on the amount of the principal being prepaid100%) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoto such Casualty Event or Asset Sale, as the case may be, (ii) any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Prepayment Premium on the principal amount of the Loans being prepaid; provided, howeverprovided that, so long as no Default or Event of Default has occurred and is continuingcontinuing or shall result therefrom, if, within one hundred eighty seven (1807) days after receipt Business Days following the occurrence of any such Net Cash ProceedsCasualty Event or Asset Sale, a Responsible Officer of the Obligors may Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale or in other useful assets (to the extent permitted pursuant to Section 9.04), then such Net Cash Proceeds of any casualty policy up tosuch Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that, in the event that any Net Cash Proceeds have not been so applied within two hundred and seventy (270)days following the occurrence of such replaced Casualty Event or repaired property Asset Sale, the Borrower shall be Collateral in which the Administrative Agent for the benefit make a mandatory prepayment of the Lenders has been granted a security interest under Loans in an aggregate amount equal to the Security Documents. sum of (iii) In one hundred percent (100%) of the event unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofwith respect to such Casualty Event or Asset Sale, an amount, inclusive of any Prepayment Premium, (ii) any accrued but unpaid interest (including interest on the any principal amount of the principal Loans being prepaid) prepaid and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any applicable Prepayment Premium, any accrued but unpaid interest (including interest Premium on the principal amount of the principal Loans being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent following the Closing Date, any accrued but unpaid interest the Borrower shall, no later than one Business Day following the day such Net Proceeds are received (including interest on or, in the amount case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100% (x) in the case of an event described in clauses (a) or (b) of the definition of the term “Prepayment Event” an amount equal to the Asset Sale/Casualty Event Percentage multiplied by Net Cash Proceeds received by the Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of such Net Proceeds; provided that, in the case of any Obligor event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Unmatured Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $10,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending September 30, 2021, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans on a pro rata basis between the Classes of Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of the principal being prepaidprepayments of Term Loans pursuant to Section 2.04(a)(i) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by during such Person. For the avoidance of doubt, fiscal year (other than any such prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders[Reserved]. (iv) Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of such prepayment. In the event of any Obligor mandatory prepayment of Term Loan Advances from a Prepayment Event under clauses (a) or (b) of the definition thereof made at a time when Term Loan Advances of more than one Class remain outstanding, the Borrower shall select Term Loan Advances to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (c) of the definition of “Prepayment Event” shall be applied to the Class or Classes of Loans selected by the Borrower. (v) Notwithstanding the foregoing, any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates Term Loans pursuant to this Section 2.04 (other than an Asset Sale optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (vi) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Term Benchmark Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of a Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount that would be permitted in the case of an advance of an Advance of the same Type as provided in Section 2.04(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of an Advance shall be applied ratably to the Loans included in the prepaid Advance. Prepayments shall be accompanied by accrued interest as required by Section 2.11. In no event (except pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium2.05 below) equal to 75% shall a repayment or a prepayment of a Revolving Loan result in a reduction of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleAggregate Revolving Loan Commitment.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Eventand on each occasion that, an amounton or after the Effective Date, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Parent Entity or any of its Restricted Subsidiaries with receives any Net Proceeds in respect thereto; providedof any Reduction/Prepayment Event, howeverto the extent such Net Proceeds (or, so long as no Default in the case of clause (d) of the definition of the term Reduction/Prepayment Event, the commitments obtained in respect of any Qualifying Loan Facility that resulted in such Net Proceeds) did not result in a reduction of the Commitments (or Event any Class thereof) pursuant to Section 2.08(c), then (i) subject to the immediately succeeding sentence, the Borrower shall within five Business Days (or, in the case of Default has occurred and is continuingclause (B) below, within one hundred eighty (180on the date) days after of the receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which notify the Administrative Agent for of such Reduction/Prepayment Event and the benefit amount of Net Proceeds resulting therefrom that did not (or commitments in respect of which did not, as applicable) result in a reduction of the Lenders has been granted Commitments (or any Class thereof) pursuant to Section 2.08(c) (together with, in each case, a security interest under the Security Documents. reasonably detailed calculation thereof) and (ii) In if such Net Proceeds are (A) in respect of a Reduction/Prepayment Event described in clause (a) or (b) of the event any Obligor or any definition of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofsuch term, then, within five Business Days of the day such Net Proceeds are received, the Borrower shall prepay Tranche 1 Borrowings in an amount, inclusive amount equal to the lesser of any Prepayment Premium, any accrued but unpaid interest (including interest on x) the aggregate principal amount of Tranche 1 Loans then outstanding and (y) the amount of such Net Proceeds (and to the extent the amount of such Net Proceeds exceeds the aggregate principal being prepaidamount of the Tranche 1 Loans then outstanding, the Borrower shall prepay Tranche 2 Borrowings in an amount equal to such excess), (B) in respect of a Reduction/Prepayment Event described in clause (d) of the definition of such term, then, promptly (and in any event within one Business Day) after such Net Proceeds are received, the Borrower shall prepay Tranche 2 Borrowings in an amount equal to the lesser of (x) the aggregate principal amount of Tranche 2 Loans then outstanding and (y) the amount of such Net Proceeds (and to the extent the amount of such Net Proceeds exceeds the aggregate principal amount of the Tranche 2 Loans then outstanding, the Borrower shall prepay Tranche 1 Borrowings in an amount equal to such excess) and fees then due and owing(C) in respect of a Reduction/Prepayment Event described in clause (c) of the definition of such term, then, within five Business Days of the day such Net Proceeds are received, the Borrower shall prepay Borrowings ratably between the Classes thereof in an amount equal to 100% the lesser of (x) the aggregate principal amount of Loans then outstanding and (y) the amount of such Net Proceeds; provided that, in the case of this clause (C), the Borrower shall not be required to make any prepayment under this clause (C) unless and until the aggregate amount of the Net Cash Proceeds thereof received by the Parent Entity and its Restricted Subsidiaries on or after the Effective Date in respect of all Reduction/Prepayment Events described in clause (c) of the definition of such Person. For term and that have not been applied to reduce the avoidance of doubt, any prepayment made Commitments pursuant to Section 2.08(c) or to prepay Borrowings pursuant to this Section 3.03(b)(ii2.10(b) exceeds $50,000,000 (it being understood that, upon such excess occurring, the Borrower shall give notice in respect of all such Reduction/Prepayment Events as set forth in clause (i) above, and shall apply all such Net Proceeds as set forth in this clause (C), in each case, as would have been required had all such Net Proceeds been received on the date such excess occurs). The Borrower shall not be deemed required to be a consent deliver any notice referred to any such incurrence of Indebtedness or a cure or waiver in clause (i) above in respect of any Reduction/Prepayment Event of Default which occurs described in connection therewith, it being understood that any such Event of Default may only be waived with the express consent clause (c) of the Majority Lenders. (iii) In the event any Obligor or any definition of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount such term if a prepayment of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made Borrowings would not be required on account thereof pursuant to this Section 3.03(b)(iii) the immediately preceding proviso; provided that the Borrower shall not be deemed required to be deliver a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs notice in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale respect thereof if and when required pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleimmediately preceding proviso.

Mandatory Prepayments. The Borrowers Borrower shall on or prior to the third (3rd) Business Day following the occurrence of any applicable event under clauses (i) through (iii) below, prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, continuing within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 2,500,000 in the aggregate for all losses in the aggregate under all Casualty Events during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $2,500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; ‑40‑ provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below(a) If any Borrower sells, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes transfers, leases or otherwise disposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries properties, business or assets (collectively, the "Assets"), including any Assets permitted to be sold pursuant to Section 9.5 in excess of $1,000,000 in the aggregate, other than sales of Assets in the ordinary course of business, such Borrower shall pay to the Agent for the account of the Lenders, unless otherwise agreed by the Majority Lenders, as and when received by such Borrower as a mandatory prepayment of the Bridge Loans, the proceeds received by such Borrower from such sale, net of any payments made by Borrower on any indebtedness secured by a lien on such Assets, and Borrower's closing costs associated with respect thereto; providedsuch sale, however, so long to be applied as follows: (A) provided that no Default or Event of Default has occurred and is continuing, within one hundred eighty percent (180100%) days after receipt of such Net Cash Proceedsproceeds shall be applied to the principal of such Borrower's Bridge Loans, together with unpaid interest accrued on such amount to the date of such payment, until payment thereof in full, or (B) provided an Event of Default has occurred and is continuing, one hundred percent (100%) of such proceeds shall be applied to the Obligations in such order and manner as the Majority Lenders determine. (b) Within seven days following the consummation of the Senior Notes Offering, the Obligors may apply Company shall pay to the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit account of the Lenders has been granted as a security interest under mandatory prepayment of the Security Documents. Bridge Loans to be applied to the Obligations in such order and manner as the Majority Lenders determine the lesser of (i) an amount equal to the aggregate amount of all cash received by the Company and its Subsidiaries in respect thereof net of reasonable expenses incurred by the Company and its Subsidiaries in connection therewith or (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% the indefeasible payment in full of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersall Obligations. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent following the Closing Date, any accrued but unpaid interest (including interest the Borrower shall, on the amount day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100100.0% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Cash Proceeds received by from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Obligor Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $5,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending December 31, 2019, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of prepayments of (A) Term Loans pursuant to ‎Section 2.04(a)(i) during such fiscal year and (B) to the principal being prepaid) and fees then due and owingextent accompanied by a permanent reduction in the Aggregate Revolving Loan Commitment, equal to 100% of the Net Cash Proceeds thereof received by Revolving Loans (in each case, other than any such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) Prior to any optional or mandatory prepayment of Term Loans under this Section, the Borrower shall, subject to the next sentence, specify the Term Loans or Term Loans to be prepaid in the notice of such prepayment. In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any mandatory prepayment of Term Loans from a Prepayment PremiumEvent under clauses (a) or (b) of the definition thereof made at a time when Term Loans of more than one Class remain outstanding, the Borrower shall select Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loans pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any accrued but unpaid interest Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (including interest on the amount c) of the principal being prepaid) and fees then due and owing, equal definition of “Prepayment Event” shall be applied to 100% the Class or Classes of Loans selected by the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrower. (iv) In Notwithstanding the event foregoing, any Obligor Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates Term Loans pursuant to this Section 2.04 (other than an Asset Sale optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (v) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of an ABR Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount that would be permitted in the case of an advance of an Advance of the same Type as provided in ‎Section 2.04(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of an Advance shall be applied ratably to the Loans included in the prepaid Advance. Prepayments shall be accompanied by accrued interest as required by ‎Section 2.11. In no event (except pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium2.05 below) equal to 75% shall a repayment or a prepayment of a Revolving Loan result in a reduction of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleAggregate Revolving Loan Commitment.

Mandatory Prepayments. The Borrowers (a) If any Capital Stock shall prepay be issued by Cedar Fair LP (other than Capital Stock issued to employees and officers of a Group Member pursuant to an established compensation plan) or any capital contribution is made to Cedar Fair LP (other than a capital contribution by any Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or contribution toward the prepayment of the Term Loans and the Revolving Loans as set forth in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaidSections 4.2(e) and fees then due and owing(f); provided, however, that notwithstanding the foregoing an amount equal to 100% of the Net Cash Proceeds received by any Obligor or any first $250,000,000 of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in such issuance or contribution received by Cedar Fair LP after the aggregate during the term date of this Agreement shall be applied on the date of such issuance or contribution toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit prepayment of the Lenders has been granted a security interest under U.S. Term Loans and thereafter towards the Security Documentsprepayment of the Canadian Term Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). (iib) In the event If any Obligor or any of its Subsidiaries incurs Indebtedness (other than Indebtedness that is permitted Excluded Indebtedness) shall be issued or incurred by Section 9.01 hereofany Group Member, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by shall be applied on the date of such Person. For issuance or incurrence toward the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersTerm Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). (iiic) In the event If any Obligor or Group Member shall receive Net Cash Proceeds from any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted or Recovery Event, unless a Reinvestment Notice shall have been delivered by a Group Member within five Business Days of the receipt of such Net Cash Proceeds, each applicable Borrower shall apply or cause to be applied such Net Cash Proceeds to the prepayment or offer of prepayment of the Loans, as applicable, as follows: (i) in the case of U.S. Loans, such Net Cash Proceeds shall be applied by the U.S. Borrower on the tenth Business Day following receipt thereof toward the prepayment of the U.S. Term Loans and the U.S. Revolving Loans in the amount and in the manner set forth in Section 9.09 hereof (other than Section 9.09(j4.2(e)); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amountamount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the U.S. Term Loans and the Revolving Loans in the amount and in the manner set forth in Section 4.2(e); and (ii) in the case of Canadian Loans, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest A) such Net Cash Proceeds shall be offered by the Canadian Borrower on the amount fifth Business Day following receipt thereof by way of an offer in writing (a “Disposition Repayment Offer”) to the principal being prepaid) Administrative Agent and fees then due and owingthe Canadian Administrative Agent to prepay, at a price equal to 100% of the principal amount, the Canadian Term Loans in the amount and in the manner specified in Section 4.2(e) and (B) if a Reinvestment Notice is delivered within such five Business Day period in respect of an Asset Sale or Recovery Event, the Canadian Borrower shall, on the Reinvestment Prepayment Date in respect thereof, send the Administrative Agent and the Canadian Administrative Agent a Disposition Repayment Offer to prepay, at a price equal to 100% of the principal amount, the Canadian Term Loans in the amount and in the manner specified in Section 4.2(e). The Canadian Term Lenders will have five Business Days from the making of any such offer to accept such offer, and any offer not accepted within such time period shall be deemed rejected. To the extent such offer is so accepted by the Canadian Term Lenders or any of them, such prepayment shall be made pro rata to the Canadian Term Lenders accepting the offer on a date no later than ten Business Days after the date of such offer. To the extent there remains any Net Cash Proceeds received or Reinvestment Prepayment Amount, as applicable, after paying the Canadian Term Lenders who have accepted such offer, such excess shall be used to prepay the U.S. Term Loans and the Revolving Loans in the amount and in the manner set forth in Section 4.2(e). Failure to make the Disposition Repayment Offer or to make the payments contemplated thereby shall constitute an Event of Default under this Agreement. All payments made under this paragraph shall be made on a pro rata basis to each Canadian Term Lender accepting such offer. Notwithstanding the foregoing, the provisions of this Section 4.2(c) do not constitute a consent to the consummation of any Disposition not permitted by Section 8.5. (d) If, during any Distribution Suspension Period, there shall be positive Available Cash Flow for (i) the fiscal quarter ending immediately prior to the commencement of such Obligor Distribution Suspension Period or (ii) any fiscal quarter ending during such Distribution Suspension Period (other than, in the case of this clause (ii), any such fiscal quarter as to which the Distribution Suspension Period has ended as of the first day of the fiscal quarter immediately thereafter) (any such quarter under clauses (i) or (ii), a “Subject Quarter”), the Borrowers shall, on the relevant Available Cash Flow Application Date for each such Subject Quarter, apply an amount equal to 50% of positive Available Cash Flow for the applicable Subject Quarter toward the prepayment of the Term Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). Each such prepayment shall, for each applicable Subject Quarter, be made on the date (an “Available Cash Flow Application Date”) that would have been the Quarterly Distribution Date for such Subject Quarter but for the fact that a Distribution Suspension Period was applicable during such Subject Quarter (taking into account any extension to the applicable Quarterly Distribution Date in accordance with the conditions to such extension set forth in the definition thereof). (e) Amounts to be applied in connection with such Asset Saleprepayments of the Loans made pursuant to Sections 4.2(a) and (b) shall be applied, first, to the prepayment of U.S. Term Loans, second, to the prepayment of Canadian Term Loans, third, to the prepayment of U.S. Revolving Loans and/or U.S. Swing Line Loans to the extent outstanding, and fourth, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding. For Amounts to be applied in connection with prepayments of the avoidance Loans made pursuant to Section 4.2(d) shall be applied, first, to the prepayment of doubtthe Term Loans (except as otherwise expressly set forth herein, any on a pro rata basis as between the U.S. Term Loans and the Canadian Term Loans based on the aggregate principal amount thereof then outstanding) and, second, to the prepayment of the Revolving Loans and/or Swing Line Loans to the extent outstanding (except as otherwise expressly set forth herein, on a pro rata basis based as between the U.S. Revolving Loans and/or U.S. Swing Line Loans and the Canadian Revolving Loans and/or Canadian Swing Line Loans based on the aggregate principal amount thereof then outstanding). Amounts to be applied in connection with a Disposition Repayment Offer or prepayment made pursuant to this Section 3.03(b)(iii4.2(c) shall not be deemed applied, (i) in the case of Assets Sales or Recovery Events with respect to Canadian Property, first, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), second, to the prepayment of U.S. Term Loans, third, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding, and fourth, to the prepayment of U.S. Revolving Loans and/or Swing Line Loans to the extent outstanding; provided, that with respect to Asset Sales or Recovery Events related to all or substantially all of the assets of the Canadian Borrower or Canada’s Wonderland Company, the amounts to be applied in connection with prepayments of the loans shall be applied first, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), second, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding (with a consent corresponding permanent reduction in and termination of Canadian Revolving Commitments), third, to the prepayment of U.S. Term Loans, and fourth, to the prepayment of U.S. Revolving Loans and/or U.S. Swing Line Loans to the extent outstanding and (ii) in the case of Asset Sales or Recovery Events with respect to any other Property, first, to the prepayment of U.S. Term Loans, second, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), third, to the prepayment of U.S. Revolving Loans and/or Swing Line Loans to the extent outstanding, and fourth, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding. Subject to the foregoing, the application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans (on a pro rata basis, except as otherwise expressly set forth herein), second to Canadian Prime Rate Loans (on a pro rata basis, except as otherwise expressly set forth herein), third, to Eurodollar Loans (on a pro rata basis, except as otherwise expressly set forth herein), and fourth to cash collateralize B/A’s (on a pro rata basis, except as otherwise expressly set forth herein). Any prepayment applied to the principal of the Term Loans pursuant to Section 4.2 shall reduce proportionately the then remaining principal installments due thereunder pursuant to Section 2.3. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans, Canadian Prime Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Upon its receipt or deemed receipt of the proceeds of the U.S. Term Loans, the U.S. Borrower, in accordance with its irrevocable voluntary election delivered to the Administrative Agent in connection the refinancing of the Existing U.S. Term Loans, shall apply a portion of such proceeds sufficient to (i) refinance in full the Existing U.S. Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing U.S. Term Loans held by Existing U.S. Term Lenders that are not Continuing Lenders, (iii) pay to each Existing U.S. Term Lender that is not a Continuing Lender all amounts then due and owing as a result of the prepayment of such Existing U.S. Term Lender’s Existing U.S. Term Loans and (iv) pay all other Obligations then due and owing to the Existing U.S. Term Lenders, in their capacity as such, under the First Restated Agreement. Upon its receipt or deemed receipt of the proceeds of the Canadian Term Loans, the Canadian Borrower, in accordance with its irrevocable voluntary election delivered to the Administrative Agent and the Canadian Administrative Agent in connection the refinancing of the Existing Canadian Term Loans, shall apply a portion of such proceeds sufficient to (i) refinance in full the Existing Canadian Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing Canadian Term Loans held by Existing Canadian Term Lenders that are not Continuing Lenders, (iii) pay to each Existing Canadian Term Lender that is not a Continuing Lender all amounts then due and owing as a result of the prepayment of such Existing Canadian Term Lender’s Existing Canadian Term Loans and (iv) pay all other Obligations then due and owing to the Existing Canadian Term Lenders, in their capacity as such, under the First Restated Credit Agreement. (g) Notwithstanding the foregoing, if the amount of any prepayment of the Canadian Term Loans required to be made in accordance with Sections 4.2(a), (b) or (d) during the term of the Canadian Term Facility, together with the amount of any prepayments of the Canadian Term Loans required to be made as a result of an Asset Sale consisting solely of an issuance of the Capital Stock of a Subsidiary of Cedar Fair LP (in this paragraph, “Special Equity Prepayments”), when added to other repayments previously made in accordance with Sections 4.2(a), (b) or a cure (d), Special Equity Prepayments and scheduled installment payments made or waiver to be made on the Canadian Term Loans in accordance with Section 2.3, exceeds 25% of the sum of the principal amount of the Canadian Term Loans as of the Second Restatement Date (after giving effect to Sections 2.1 and 5.16), then the amount of such excess Net Cash Proceeds or Available Cash Flow shall be applied toward the prepayment of U.S. Term Loans in accordance with Section 4.2(e) to the extent any U.S. Term Loans are then outstanding and, otherwise may be used for any other purpose (other than the making of Restricted Payments) permitted by this Agreement; provided, however, that upon the occurrence and during the continuation of any Event of Default which occurs Default, the Canadian Borrower shall be obligated to prepay Canadian Term Loans to the extent provided in connection therewithSections 4.2(a), it being understood that any (b), (c) and (d) without regard for this Section 4.2(g) because of such Event of Default may only be waived with the express consent of the Majority LendersDefault. (ivh) In If at any time (i) the event aggregate U.S. Revolving Extensions of Credit of all U.S. Revolving Lenders exceed the U.S. Revolving Credit Commitments of all U.S. Lenders, the U.S. Borrower shall immediately repay the U.S. Revolving Loans and/or U.S. Swing Line Loans and/or terminate or cash collateralize outstanding U.S. Letters of Credit in any Obligor such case, as and to the extent necessary to ensure that the U.S. Revolving Extensions of Credit of each U.S. Revolving Lender are less than or equal to the U.S. Revolving Commitments of such U.S. Revolving Lender or (ii) the aggregate Canadian Revolving Extensions of Credit of all Canadian Revolving Lenders exceed the Canadian Revolving Credit Commitments of all Canadian Lenders (in the case of any Canadian Revolving Extensions of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(lCredit made in Canadian Dollars, valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination), an amount (not subject the Canadian Borrower shall immediately repay the Canadian Revolving Loans and/or Canadian Swing Line Loans and/or terminate or cash collateralize outstanding Canadian Letters of Credit, in any such case, as and to any Prepayment Premium) the extent necessary to ensure that the Canadian Revolving Extensions of Credit of each Canadian Revolving Lender are less than or equal to 75% the Canadian Revolving Commitments of such Canadian Revolving Lender (in the case of any Canadian Revolving Extensions of Credit made in Canadian Dollars, valued at the Dollar Equivalent of such Canadian Dollars as of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Salerelevant date of determination).

Mandatory Prepayments. The Borrowers Borrower shall on or prior to the third (3rd) Business Day following the occurrence of any applicable event under clauses (i) through (iii) below, prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, continuing within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 2,500,000 in the aggregate for all losses in the aggregate under all Casualty Events during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $2,500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such ‑41‑ Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus in the case of any prepayment made pursuant to Sections 3.03(b)(ii) and 3.03(b)(iii), the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower or any of its Subsidiaries Material Subsidiary with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has or the Administrative Agent and the Lenders have been granted a security interest under the Security Documents. (ii) In the event any Obligor Borrower or any of its Subsidiaries Material Subsidiary incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by Borrower or such PersonMaterial Subsidiary. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor Borrower or any of its Subsidiaries Material Subsidiary consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by Borrower or such Obligor Material Subsidiary in connection with such Asset Sale; provided, #98195096v26 however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds), the Obligors may use such Net Cash Proceeds not exceeding $1,000,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders or the Administrative Agent and the Lenders have been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. . Notwithstanding any provision under this Section 3.03(b) to the contrary, (ivx) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale amounts that would otherwise be required to be paid by Borrower pursuant to Section 9.09(l3.03(b) shall not be required to be so prepaid to the extent of any such Net Cash Proceeds are received by a Foreign Subsidiary of Borrower not organized under the laws of Switzerland, for so long as the repatriation to the United States or Switzerland of any such amounts would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could be reasonably expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (Borrower agrees to cause such Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local Law to permit such repatriation), and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, such repatriation will be promptly effected and such repatriation of Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 3.03(b) to the extent provided herein and (y) if the repatriation by a Foreign Subsidiary of Borrower not organized under the laws of Switzerland to the United States or Switzerland of any amount required to be paid pursuant to Section 3.03(b) would result in material adverse tax consequences to the Obligors (such amount, a “Restricted Amount”), as reasonably determined by Borrower, the amount Borrower shall be required to pay pursuant to Section 3.03(b) shall be reduced by the Restricted Amount until such time as it may repatriate to the United States or Switzerland such Restricted Amount without incurring such material adverse tax liability; provided, to the extent that the repatriation of any Net Cash Proceeds from such Foreign Subsidiary would no longer have a material adverse tax consequence, an amount (not subject to any Prepayment Premium) equal to 75% the Net Cash Proceeds not previously applied pursuant to preceding clauses (x) and (y) shall be promptly applied to the repayment of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleTerm Loans pursuant to this Section 3.03(b) as otherwise required above.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as followsshall: (ia) In the promptly, and in any event within three Business Days, after receipt by any Credit Party or any Subsidiary or Agent of any Casualty Eventcondemnation awards with respect to any Loss, make a mandatory prepayment of the Loans in an amountamount by which such condemnation award proceeds exceed the actual cost incurred by the Credit Parties or such Subsidiary to repair or replace the property or asset which was the subject of the condemnation giving rise to such condemnation award proceeds; (b) promptly, inclusive and in any event within three Business Days, after receipt by any Credit Party or any Subsidiary or Agent of any Prepayment Premiuminsurance proceeds with respect to any Loss resulting from a casualty, make a mandatory prepayment of the Loans in an amount by which such insurance proceeds exceed the actual cost incurred by the Credit Parties or such Subsidiary to repair or replace the property or asset which was the subject of the Loss or deemed Loss giving rise to such insurance proceeds; (c) promptly, and in any accrued but unpaid interest (including interest on event within three Business Days, after receipt by any Credit Party or any Subsidiary or any Agent of any insurance proceeds with respect to any Loss resulting from a liability, make a mandatory prepayment of the Loans in an amount by which such insurance proceeds exceed the amount of the principal being prepaidliability to be satisfied with such proceeds (to the extent such liability is so satisfied); (d) and fees then due and owingupon receipt by any Credit Party or any Subsidiary or any Agent of any Net Disposition Proceeds, make a mandatory prepayment of the Loans in an amount equal to 100% the percentage of such Net Disposition Proceeds, set forth in the table below, in each case based upon the Total Leverage Ratio as of the Net Cash Proceeds received last day of the preceding fiscal quarter; provided, that this clause (d) shall not in any event be deemed a consent to any disposition by any Obligor Credit Party which is otherwise prohibited by the terms of this Agreement or of any of the other Loan Documents; (e) upon receipt by any Credit Party or any Subsidiary or any Agent of any Net Securities Proceeds, make a mandatory prepayment of the Loans in an amount equal to the percentage of such Net Securities Proceeds set forth in the table below, in each case based upon the Total Leverage Ratio as of the last day of the preceding fiscal quarter; provided, that this clause (e) shall not in any event be deemed a consent to any issuance or sale of Stock by any Credit Party which is otherwise prohibited by the terms of this Agreement or of any of the other Loan Documents; Total Leverage Ratio Percentage of Proceeds ----------------------------- --------------------------- >4.25x 75% - ----------------------------- --------------------------- >3.25x but <4.25x 50% - ----------------------------- --------------------------- <3.25x 25% ----------------------------- --------------------------- (f) concurrently with receipt by any Credit Party after the Closing Date of any Net Indebtedness Proceeds during any Fiscal Year (excluding any Indebtedness permitted to be incurred pursuant to Section 6.2.3), make a mandatory prepayment of the Loans, in an aggregate amount equal to such Net Indebtedness Proceeds; provided that this clause (f) shall not in any event be deemed a consent to any incurrence or issuance of Indebtedness by any Credit Party which is otherwise prohibited by the terms of this Agreement or any of its Subsidiaries with respect theretothe other Loan Documents; providedand (g) upon the occurrence of a Change of Control, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit make a mandatory prepayment of the Lenders has been granted a security entire outstanding principal amount of all Loans together with accrued and unpaid interest under the Security Documentsand all other outstanding Obligations. (iih) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment All prepayments made pursuant to this Section 3.03(b)(ii3.3.3 shall be applied to the Loans on a pro rata basis until the Loans are repaid in full. Each such prepayment shall be accompanied by (i) shall not be deemed the payment of all accrued and unpaid interest with respect to be a consent to any such incurrence the principal being prepaid through the date of Indebtedness or a cure or waiver prepayment, (ii) the payment of any Event of Default which occurs in connection therewithamounts then due pursuant to Section 3.4.8 or Section 3.5.2, it being understood that any such Event of Default may only be waived with and (iii) other than prepayments made under Section 3.3.3(a) through (e), by the express consent payment of the Majority LendersApplicable Prepayment Premium. (iiii) In Notwithstanding the event provisions of Sections 3.3.3(c) and (d) to the contrary, to the extent that any Obligor insurance proceeds or any Net Disposition Proceeds arise from the Loss or disposition of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Revolver Priority Collateral, the amounts due under Section 9.09 hereof 3.3.3(c) or (other than Section 9.09(j)d), an amountas the case may be, inclusive shall be reduced on a dollar for dollar basis for all mandatory prepayments made under the Revolver Credit Agreement out of any Prepayment Premiumsuch insurance proceeds or Net Disposition Proceeds, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersas applicable. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event following the Closing Date, the Borrower shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay the Term Loans in amounts as an amount equal to 100.0% of such Net Proceeds; provided belowthat, it being agreed in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the relevant payment date Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Default has occurred and is continuing, then no prepayment shall be deemed required pursuant to be this paragraph in respect of the “Redemption Date” for purposes Net Proceeds from such event (or the portion of such calculationNet Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), as follows:at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Proceeds that are not reinvested in accordance with this Section does not exceed $5,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be received in respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of Equity Interests in one or more Foreign Subsidiaries). (i) In the event that the Borrower has Excess Cash Flow for any fiscal year of any Casualty Eventthe Borrower, commencing with the fiscal year ending December 31, 2019, the Borrower shall, not later than ninety (90) days following the end of such fiscal year, prepay Term Loans in an amount, inclusive amount equal to the excess of any Prepayment Premium, any accrued but unpaid interest (including interest on x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such fiscal year over (y) the amount of prepayments of (A) Term Loans pursuant to ‎Section 2.04(a)(i) during such fiscal year and (B) to the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received extent accompanied by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses a permanent reduction in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; providedAggregate Revolving Loan Commitment, furtherRevolving Loans (in each case, that other than any such replaced or repaired property shall be Collateral in which prepayment made with the Administrative Agent for the benefit proceeds of the Lenders has been granted a security interest under the Security DocumentsIndebtedness). (ii) Prior to any optional or mandatory prepayment of Term Loans under this Section, the Borrower shall, subject to the next sentence, specify the Term Loans or Term Loans to be prepaid in the notice of such prepayment. In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any mandatory prepayment of Term Loans from a Prepayment PremiumEvent under clauses (a) or (b) of the definition thereof made at a time when Term Loans of more than one Class remain outstanding, the Borrower shall select Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loans pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any accrued but unpaid interest Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (including interest on the amount c) of the principal being prepaid) and fees then due and owing, equal definition of “Prepayment Event” shall be applied to 100% the Class or Classes of Loans selected by the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrower. (iii) In Notwithstanding the event foregoing, any Obligor Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made Term Loans pursuant to this Section 3.03(b)(iii2.04 (other than an optional prepayment pursuant to paragraph (a) shall of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default declined), in which occurs in connection therewith, it being understood that any such Event of Default may only be waived with case the express consent aggregate amount of the Majority Lenderspayment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (iv) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of an ABR Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount that would be permitted in the case of an advance of an Advance of the same Type as provided in ‎Section 2.04(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of an Advance shall be applied ratably to the Loans included in the prepaid Advance. Prepayments shall be accompanied by accrued interest as required by ‎Section 2.11. In the no event any Obligor or any of its Subsidiaries consummates an Asset Sale (except pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium2.05 below) equal to 75% shall a repayment or a prepayment of a Revolving Loan result in a reduction of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleAggregate Revolving Loan Commitment.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, Premium any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event and on each occasion that, after the making of any Casualty Event, an amount, inclusive of any Prepayment Premiumthe Loan hereunder on the Closing Date, any accrued but unpaid interest (including interest Net Proceeds are received by or on the amount behalf of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower or any of its Subsidiaries with (as applicable) in respect thereto; providedof any Commitment Reduction/Prepayment Event, however, so long as no Default or Event of Default has occurred and is continuing(i) the Borrower shall, within one hundred eighty three Business Days following the day of such receipt, deliver to the Administrative Agent a notice thereof setting forth the nature of such Commitment Reduction/Prepayment Event and the amount of such Net Proceeds (180together with a reasonably detailed calculation thereof) and (ii) within three Business Days after such Net Proceeds are received, the Borrower shall prepay the Loan in an amount equal to such Net Proceeds (or, if less, an amount equal to the aggregate amount of the Loan then outstanding); provided that in the case of any Commitment Reduction/Prepayment Event described in clause (C) of the definition of such term, (x) (A) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $100,000,000 and (B) no proceeds shall constitute Net Proceeds until the aggregate amount of all such proceeds since the Signing Date shall exceed $250,000,000, (y) if the Borrower shall, in such notice to the Administrative Agent, state that the Borrower intends to cause such Net Proceeds from such Commitment Reduction/Prepayment Event (or a portion thereof specified in such notice) to be applied, or committed to be applied, within 365 days after receipt of such Net Cash ProceedsProceeds to acquire, the Obligors may apply the Net Cash Proceeds of any casualty policy up toconstruct, but not exceeding $4,000,000 for all losses improve, upgrade or repair assets (other than cash or cash equivalents) to be used in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit business of the Lenders has been granted a security interest under Borrower and its Subsidiaries, or to consummate any business acquisition by the Security Documents. (ii) In the event any Obligor Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofSubsidiaries, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on then the amount of the principal being prepaidprepayment required to be made under this Section 3.10(a) and fees then due and owing, equal to 100% on account of such Commitment Reduction/Prepayment Event shall be reduced by the amount of the Net Cash Proceeds thereof received specified by the Borrower in such Person. For notice as intended to be so reinvested, and (z) to the avoidance extent that any proceeds from a Commitment Reduction/Prepayment Event described in clause (C) of doubtthe definition of such term attributable to a Subsidiary of the Borrower that would be required to be prepaid under this Section 3.10(a) would be prohibited or restricted under applicable Law or any third-party agreement from being distributed or dividended to the Borrower (or the applicable Subsidiary’s parent company), any then such proceeds shall not constitute Net Proceeds. (b) Upon receipt of a notice of prepayment made pursuant to this Section 3.03(b)(ii) 3.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such ▇▇▇▇▇▇’s ratable share of such prepayment, and such notice shall not thereafter be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with revocable by the express consent of the Majority LendersBorrower. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall prepay make mandatory prepayments of the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In If, on any date, the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower or any of its Subsidiaries shall sell, assign, lease, transfer, contribute, convey, issue or otherwise dispose of, or grant options, warrants or other rights with respect thereto; providedto, howeverany of its assets (any of the foregoing being a "Disposition"), other than a Disposition (i) permitted under Section 9.2, (ii) permitted under Section 9.3, or (iii) to the Borrower or its directly owned Subsidiaries, and such Disposition results in Net Proceeds in excess of $200,000, the Borrower shall promptly notify the Administrative Agent (which shall promptly notify the Lenders) of such Disposition, including the amount of Net Proceeds received by the Borrower or any Subsidiary in respect of such Disposition (and the amount and other type of consideration so long as no Default or Event of Default has occurred received) and is continuing, within one hundred eighty (180) days an amount equal to such Net Proceeds shall be promptly applied after the receipt from time to time of such Net Cash Proceeds, Proceeds to repay the Obligors may apply outstanding principal of the Loans (together with any interest accrued thereon). To the extent the Net Cash Proceeds of any casualty policy up tosuch Disposition exceeds the amount of the Loans then outstanding (together with any interest accrued thereon), but not exceeding $4,000,000 for all losses or, at the time of such Disposition, the Loans shall have been paid in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; providedfull, further, that any such replaced or repaired property Net Proceeds shall be Collateral in which the Administrative Agent for the benefit applied to repay, first, any remaining Liabilities, second, any Letters of the Lenders has been granted a security Credit drawn and unreimbursed (including any interest under the Security Documentsaccrued thereon) and, third, any other remaining LC Liabilities then due and owing. (iib) In If, on any date, the event any Obligor Borrower or any of its Subsidiaries incurs Indebtedness shall sell, issue or grant options, contingent interest rights, warrants or other than Indebtedness that is permitted by Section 9.01 hereofrights with respect to any of its equity securities and, an amountwith respect to clause (iii) below only, inclusive debt securities (any of any Prepayment Premiumthe foregoing being a "Sale"), any accrued but unpaid interest the Borrower shall promptly notify the Administrative Agent (which shall promptly notify the Lenders) of such Sale, including interest on the amount of Net Proceeds received by the principal being prepaidBorrower or any Subsidiary in respect of such Sale (and the amount and other type of consideration so received) and fees then due and owing, an amount equal to 100% such Net Proceeds (or, in the case of a Sale of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs type referenced in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. clause (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))below, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 10040% of the such Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance excess of doubt, any prepayment made pursuant to this Section 3.03(b)(iii$50,000,000) shall not be deemed promptly applied after the receipt from time to be a consent time of such Net Proceeds to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.repay

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In Subject to the event proviso below, upon the occurrence of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrower shall make a mandatory prepayment of the principal being prepaid) and fees then due and owing, Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by any Obligor the Borrower or any other Obligor as a result of its Subsidiaries with respect theretosuch Casualty Event up to the principal amount outstanding of the Term Loan, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided, however, provided that so long as no Default or Event of Default has occurred and is continuingcontinuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days after receipt following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash ProceedsProceeds received by the Borrower or any other Obligor as a result of such Casualty Event up to the principal amount outstanding of the Term Loan, and (B) any accrued but unpaid interest on such principal amount of the Obligors may apply the Net Cash Proceeds of any casualty policy up toTerm Loan being prepaid, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that to the extent that the property subject to the Casualty Event is Collateral, then any such replaced acquired, replaced, repaired, purchased or repaired constructed property shall be Collateral in which the Administrative Agent Agent, for the benefit of the Lenders Lenders, has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Upon receipt of the principal being prepaid) and fees then due and owingTucson Real Estate Sale Proceeds in accordance with Section 8.22, the Borrower shall make a mandatory prepayment of the Obligations in an aggregate amount equal in an aggregate amount equal to the lesser of (i) the entire outstanding Obligations as of such date and (ii) one hundred percent (100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii%) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor the Borrower from Icagen-T in connection with such Asset Sale. For the avoidance of doubtsale, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale applied pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium3.03(d) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Salebelow.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event and on each occasion that, after the making of any Casualty Event, an amount, inclusive of any Prepayment Premiumthe Loan hereunder on the Closing Date, any accrued but unpaid interest (including interest Net Proceeds are received by or on the amount behalf of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower or any of its Subsidiaries with (as applicable) in respect thereto; providedof any Commitment Reduction/Prepayment Event, however, so long as no Default or Event of Default has occurred and is continuing(i) the Borrower shall, within one hundred eighty three Business Days following the day of such receipt, deliver to the Administrative Agent a notice thereof setting forth the nature of such Commitment Reduction/Prepayment Event and the amount of such Net Proceeds (180together with a reasonably detailed calculation thereof) and (ii) within three Business Days after such Net Proceeds are received, the Borrower shall prepay the Loan in an amount equal to such Net Proceeds (or, if less, an amount equal to the aggregate amount of the Loan then outstanding); provided that in the case of any Commitment Reduction/Prepayment Event described in clause (C) of the definition of such term, (x) (A) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $100,000,000 and (B) no proceeds shall constitute Net Proceeds until the aggregate amount of all such proceeds since the Signing Date shall exceed $250,000,000, (y) if the Borrower shall, in such notice to the Administrative Agent, state that the Borrower intends to cause such Net Proceeds from such Commitment Reduction/Prepayment Event (or a portion thereof specified in such notice) to be applied, or committed to be applied, within 365 days after receipt of such Net Cash ProceedsProceeds to acquire, the Obligors may apply the Net Cash Proceeds of any casualty policy up toconstruct, but not exceeding $4,000,000 for all losses improve, upgrade or repair assets (other than cash or cash equivalents) to be used in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit business of the Lenders has been granted a security interest under Borrower and its Subsidiaries, or to consummate any business acquisition by the Security Documents. (ii) In the event any Obligor Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofSubsidiaries, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on then the amount of the principal being prepaidprepayment required to be made under this Section 3.10(a) and fees then due and owing, equal to 100% on account of such Commitment Reduction/Prepayment Event shall be reduced by the amount of the Net Cash Proceeds thereof received specified by the Borrower in such Person. For notice as intended to be so reinvested, and (z) to the avoidance extent that any proceeds from a Commitment Reduction/Prepayment Event described in clause (C) of doubtthe definition of such term attributable to a Subsidiary of the Borrower that would be required to be prepaid under this Section 3.10(a) would be prohibited or restricted under applicable Law or any third-party agreement from being distributed or dividended to the Borrower (or the applicable Subsidiary’s parent company), any then such proceeds shall not constitute Net Proceeds. (b) Upon receipt of a notice of prepayment made pursuant to this Section 3.03(b)(ii) 3.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment, and such notice shall not thereafter be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with revocable by the express consent of the Majority LendersBorrower. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. (a) The Borrowers Borrower may (and shall prepay provide notice thereof to the Term Loans Administrative Agent not later than 10:00 a.m. (New York City time) on the date of termination or reduction, and the Administrative Agent shall promptly distribute copies thereof to the Lenders) terminate in amounts as whole or reduce ratably in part the unused portions of the Facility A Revolving Commitments; provided below, it being agreed that the relevant payment date any such partial reduction shall be deemed in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Upon the occurrence of a Change of Control the Commitments shall be reduced to zero and the principal amount outstanding hereunder, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the “Redemption Date” for purposes Borrower. (c) From and after the date that all of such calculation)the obligations under the Enterprises 2003 Credit Agreement shall have been paid in full in cash and the Enterprises 2003 Credit Agreement shall have been terminated, as followsthe Borrower shall make the following mandatory prepayments: (i) In Promptly and in any event within 3 Business Days after the event Borrower's or any of its Subsidiaries' receipt of any Casualty EventNet Proceeds from the sale or issuance of equity securities, the Borrower shall make or cause to be made a mandatory prepayment of the Obligations in an amount equal to one hundred percent (100%) of such Net Proceeds; (ii) Promptly and in any event within 3 Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Proceeds from the incurrence of Debt For Borrowed Money, other than Debt incurred by Consumers or any Subsidiary of Consumers, the Borrower shall make or cause to be made a mandatory prepayment of the Obligations in an amount equal to one hundred percent (100%) of such Net Proceeds; and (iii) Promptly and in any event within 3 Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Proceeds from the sale, assignment or other disposition of (but not the lease or license of) any property, including, without limitation, any sale of capital stock or other equity interest in any of the Borrower's direct or indirect Subsidiaries, in an amount, inclusive when combined with the Net Proceeds of any Prepayment Premium, any accrued but unpaid interest (including interest on all other such transactions since the amount Closing Date that have not been applied to the prepayment of the principal being prepaid) and fees then due and owingObligations in accordance with this clause (iii), in excess of $10,000,000, the Borrower shall make or cause to be made a mandatory prepayment of the Obligations in an amount equal to one hundred percent (100% %) of such aggregate Net Proceeds, provided that such amount shall exclude Net Proceeds arising from (A) any sale, assignment or other disposition of property by Consumers or any Subsidiary of Consumers (other than the capital stock of Consumers), (B) the sale of all or substantially all of the Net Cash Proceeds received electrical power book of MS&T and (C) any sale or other disposition by any Obligor the Borrower or any of its Subsidiaries in the ordinary course of business consistent with respect thereto; past practice, provided, however, so long as no Default or further that any Designated Prepayment under this clause (iii) shall be made without regard to whether the obligations under the Enterprises 2003 Credit Agreement shall have been paid in full in cash and terminated if an "Event of Default Default" under (and as defined in) the AIG Pledge Agreement arising from the non-compliance with the terms of Section 4.5 of the AIG Pledge Agreement has occurred and is continuing, within one hundred eighty (180) days after receipt of or would result from the transaction giving rise to such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsDesignated Prepayment. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows:If (i) In the event Borrower sells all or any part of its property and assets with an aggregate value of over one hundred million (100,000,000) Yen (excluding (x) sales of inventory in the ordinary course of business and (y) dispositions of assets, the proceeds from which are within three (3) months re-invested in assets which are comparable or superior as to type, value and quality), (ii) the Borrower, subject to the terms and conditions of the Insurance Claims Pledge Agreement, receives any Extraordinary Receipts (excluding (a) such receipts in value less than three hundred million (300,000,000) Yen which are reinvested in the businesses normally conducted by the Borrower and within three (3) months of receipt of the same, and (b) receipt of repayment from the Guarantor of all or any part of the Parent On-Loans), or (iii) the Borrower issues or incurs after the Closing Date any additional Indebtedness, except as may be otherwise permitted under this Loan Agreement, then the Borrower must promptly inform the Administrative Agent thereof and forward all the net cash proceeds (i.e., the aggregate amount of cash received after deducting therefrom only (without duplication) (a) reasonable and customary brokerage commissions, underwriting fees and discounts, legal fees, finder’s fees and other similar fees and commissions, (b) the amount of taxes payable in connection with or as a result of such transaction and (c) the amount of any Casualty EventIndebtedness that, an amountby the terms of the agreement or instrument governing such Indebtedness, inclusive is required to be repaid upon such disposition) realized as a result thereof no later the five (5) Business Days after the occurrence thereof to the Administrative Agent’s Designated Account for the account of the Lenders as prepayment of all or any Prepayment Premiumpart of the Advances and interest accrued thereon. The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, any accrued but unpaid interest (including interest on and of the amount each Lender shall be entitled to receive therefrom, which shall be the product of the total prepayment amount and each such Lender’s Pro Rata Participation Factor. The Administrative Agent shall distribute such payments to each Lender entitled thereto in accordance with the terms of this Loan Agreement. Each such prepayment shall be applied to the amount of the principal being prepaid) and fees then due and owingLoan outstanding, equal to 100% as of the Net Cash Proceeds received by any Obligor or any date of its Subsidiaries the prepayment, in accordance with respect thereto; provided, however, so long as no Default or Event each Lender’s Pro Rata Participation Factor. Amounts prepaid under this Section 2.8. shall be applied on a pro-rata basis in reduction of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses repayment installments referred to in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsAmortization Schedule. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Notwithstanding the provisions of Section 6.4 hereof and subject to the terms of the Intercreditor Agreement, so long as no Event of Default exists or has occurred and is continuing: (a) Upon the receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall immediately prepay the Term Loans in amounts Working Capital Debt and the Obligations as provided set forth below, it being agreed that the relevant payment date shall be deemed in an amount equal to be the “Redemption Date” for purposes 100% of such calculation)Extraordinary Receipts, as followsnet of any reasonable expenses incurred in collecting such Extraordinary Receipts: (i) In if such Extraordinary Receipts are the event proceeds of Inventory or Accounts, then such proceeds shall be applied, FIRST, to the outstanding principal amount of the WC Revolving Loans, SECOND, to the outstanding principal amount of the WC Term Loans, and THIRD, to the outstanding principal amount of the Loan; and (ii) if such Extraordinary Receipts are the proceeds of any Casualty Eventother Collateral (other than Inventory or Accounts), then such proceeds shall be applied FIRST, to the outstanding principal amount of the WC Term Loans and, SECOND, at Borrowers' option, to either (A) the outstanding principal amount of the Loan or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the aggregate Borrowing Base of all Borrowers, in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on amount equal to the amount of such net proceeds that are so applied by Borrowers to the prepayment of principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoWC Revolving Loans; providedPROVIDED, howeverHOWEVER, that (A) so long as no Default or an Event of Default has occurred and is continuing, within on the date such Person receives Extraordinary Receipts consisting of insurance proceeds from one hundred eighty (180) days after receipt or more policies covering, or proceeds from any judgment, settlement, condemnation or other cause of such Net Cash Proceedsaction in respect of, the Obligors may apply the Net Cash Proceeds loss, damage, taking or theft of any casualty policy up toproperty or assets, but not exceeding $4,000,000 such Extraordinary Receipts received by the Borrowers may, at the option of the Borrowers, be applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for all losses the property or assets so lost, damaged or stolen or other property or assets used or useful in the aggregate during business of any Borrower for the term of this Agreement toward the replacement property or repair of destroyed or damaged property; assets so disposed, provided, further, that any such replaced or repaired property shall be Collateral in which (x) the Administrative Agent for the benefit of the Lenders has been granted a security interest under first-priority Lien (subject to the Security Documentsprior liens of the Working Capital Agent) on such replacement (or repaired or restored) property or assets, (y) the Borrowers deliver a certificate to the Agent within 10 days after the date of receipt of such Extraordinary Receipts stating that such Extraordinary Receipts shall be used to repair or refurbish such property or assets or to acquire such replacement property or assets for the property or assets so lost, damaged or stolen or such other property or assets used or useful in the business of any Borrower within 120 days after the date of receipt of such Extraordinary Receipts (which certificate shall set forth an estimate of the Extraordinary Receipts to be so expended), and (z) if such Extraordinary Receipts are the proceeds of Real Property and aggregate $1,000,000 or more, the Borrowers obtain the prior written consent of the Agent and (B) if all or any portion of such Extraordinary Receipts are not so used within the 120-day period, such unused Extraordinary Receipts shall be applied to prepay the Working Capital Debt and the Obligations in accordance with this Section 2.3(a). Pending such reinvestment, the Extraordinary Receipts shall be applied as a prepayment of WC Revolving Loans but not as a permanent reduction in the Revolving Loan Limit (as defined in the Working Capital Loan Agreement) and no Reserve shall be taken against the Borrowing Base. Any Extraordinary Receipts applied to repair, refurbish or replace Collateral pursuant to and in accordance with this Section 2.3(a) shall not be deemed Capital Expenditures for purposes of this Agreement. (iib) In Upon the event issuance or sale by any Obligor Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is of Capital Stock of such Borrower or Subsidiary as permitted by Section 9.01 in Sections 9.7(b)(iii) and (iv) hereof, an amount, inclusive of or the issuance or incurrence by any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor Borrower or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by of any Indebtedness of the type described in Section 9.09 hereof (other than Section 9.09(j)9.9(e), Borrowers shall immediately prepay the Working Capital Debt and the Obligations, in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor Person in connection with therewith as follows: FIRST, to the outstanding principal amount of the WC Term Loans, and SECOND, at Borrower's option to either (A) the outstanding principal amount of the Loan or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the aggregate Borrowing Base of all Borrowers in an amount equal to the amount of such Asset SaleNet Cash Proceeds that are so applied by Borrowers to the prepayment of principal of the WC Revolving Loans. For the avoidance The provisions of doubt, any prepayment made pursuant to this Section 3.03(b)(iiisubsection (b) shall not be deemed to be a implied consent to any Asset Sale such issuance, incurrence or a cure or waiver sale otherwise prohibited by the terms and conditions of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersthis Agreement. (ivc) In Upon the event sale or disposition of any Obligor Collateral by any Borrower or any of its Subsidiaries consummates an Asset Sale pursuant as permitted in Section 9.7(b)(ii) or (vi) or upon the sale or disposition of any Collateral of any Borrower or any of its Subsidiaries not otherwise permitted by the terms of this Agreement but consented to Section 9.09(l)by Required Lenders, Borrowers shall immediately prepay the Working Capital Debt and the Obligations as set forth below, in an amount (not subject to any Prepayment Premium) equal to 75100% of the Net Partnership Agreement Cash Proceeds received by such Obligor Person in connection with such Asset Salesale or disposition: (i) if such sale or disposition is of Inventory or Accounts, then such Net Cash Proceeds shall be applied, FIRST, to the outstanding principal amount of the WC Revolving Loans, SECOND, to the outstanding principal amount of the WC Term Loans, and third, to the outstanding principal amount of the Loan; and (ii) if such sale or disposition is of any other Collateral (other than (x) Inventory or Accounts or (y) the Real Property described in subsection (c)(iii) below), then such Net Cash Proceeds shall be applied, FIRST, to the outstanding principal amount of the WC Term Loans, and SECOND, at Borrower's option to either (A) the outstanding principal amount of the Loan or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of this clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the aggregate Borrowing Base of all Borrowers in an amount equal to the amount of such Net Cash Proceeds that are so applied by Borrowers to the prepayment of principal of the WC Revolving Loans. (iii) if such sale or disposition is of any Real Property described in Section 9.7(b)(vi), then such Net Cash Proceeds shall be applied as follows: FIRST, the initial $2,000,000 of the Net Cash Proceeds from the sale or disposition of all such Real Property shall be split 50/50 between the Working Capital Loan Agreement and this Agreement, with the portion allocable to this Agreement being applied to the outstanding principal amount of the Loan and the portion allocable to the Working Capital Loan Agreement being applied, at Borrower's option, to either (A) the outstanding principal amount of the W/C Term Loans or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of this clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the aggregate Borrowing Base of all Borrowers in an amount equal to the amount of such Net Cash Proceeds that are so applied by Borrowers to the prepayment of principal of the WC Revolving Loans; and

Mandatory Prepayments. The Borrowers (a) If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations (other than, indemnity obligations that are not then due and payable or with respect to which no claim has been made) in full in cash together with accrued interest thereon to the date of such prepayment and all other amounts owing to Agent and Lenders under the Loan Documents, including Revolving Advance Prepayment Additional Interest and Term Loans in amounts as provided belowLoan Prepayment Additional Interest payable on such date, it being agreed that and whereupon the relevant payment date Revolving Loan Commitments shall be deemed terminated; provided, that any such prepayment shall be in compliance with Section 6.16 hereof. (b) In addition to be and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (a) sells any Pledged Lease or other material assets or other properties, (b) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (c) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the “Redemption Date” for purposes Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of such calculation), as follows:the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account. (c) In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (i) In the Borrowing Base and (ii) the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the necessity of any Casualty Eventnotice or demand, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor whether or any of its Subsidiaries with respect thereto; provided, however, so long as no not a Default or Event of Default has occurred and or is continuing, within one hundred eighty (180) days after receipt prepay the principal balance of such Net Cash Proceedsthe Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the Obligors may apply outstanding unpaid principal balance of the Net Cash Proceeds of Loan exceeds the Borrowing Base (including due to any casualty policy up to, but not exceeding $4,000,000 for all losses in Eligible Lease thereafter failing to meet the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyeligibility criteria and becoming an Ineligible Lease; provided, furtherhowever, that any if such replaced or repaired property shall be Collateral Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in which the Administrative Agent for the benefit clause (xxx) of the Lenders has been granted a security interest under definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the Security Documents. (ii) In the event any Obligor or any earlier of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by discovery or receipt of notice thereof to comply with this clause(c) of Section 9.01 hereof2.6), an amount, inclusive then Borrower shall without the necessity of any Prepayment Premiumnotice or demand, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall whether or not be deemed to be a consent to any such incurrence of Indebtedness Default or a cure or waiver of any Event of Default which occurs has occurred or is continuing, either (x) prepay the principal balance of the Loan in connection therewith, it being understood an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that any such Event the Borrowing Base is equal to or exceeds the then outstanding principal balance of Default may only be waived the Loan. The pledge and delivery to Agent of additional Eligible Leases shall comply with the express consent document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the outstanding unpaid principal balance of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that Loan is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of or less than the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrowing Base. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay To the Term Loans in amounts as provided extent that other payments have not been made to remedy the conditions described below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as followsCompany shall: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default if a Debt Limit Excession has occurred and is continuing, within one hundred eighty 120 days, unless otherwise provided below, and prior to any payment (180other than any scheduled payment) days after receipt of any other Borrowing Base Debt make a mandatory prepayment on the Loans in an amount equal to the amount necessary to eliminate any such Debt Limit Excession together with all interest accrued on the amount of such Net Cash Proceedsprepayment to the date thereof; (ii) in the event that the issuance, assumption or creation of Borrowing Base Debt on any day which would cause a Debt Limit Excession effective as of 5:00 p.m. (Central Time) on such day, immediately, and in any event before 5:00 p.m. (Central Time), on such day make a mandatory prepayment on the Obligors may apply Loans in an amount equal to the Net Cash Proceeds lesser of (x) the amount which would be necessary to eliminate such a Debt Limit Excession or (y) the aggregate principal amount of such Borrowing Base Debt issued, assumed or created on such day; and (iii) upon the consummation of any casualty policy up toSale of any Property or any Borrowing Base Subsidiary of the Parent constituting (and designated by the Parent in a notice to the Global Administrative Agent as constituting) a permitted Sale under clause (iii) or (iv) of Section 11.3 of the U.S. Credit Agreement which results in a Debt Limit Excession, but not exceeding $4,000,000 for all losses promptly, and in any event within three (3) Business Days thereof, make a mandatory prepayment on the Loans in the aggregate amount necessary to eliminate such Debt Limit Excession. Notwithstanding that the Company shall have the period in which to make any mandatory prepayment specified in this Section 4.1(a), (i) the Company shall not be entitled to borrow Loans during such period except as provided under Section 2.1(b) and (ii) the term Company shall make all other prepayments and payments required under or in connection with this Agreement; provided, that for purposes of the foregoing provisions of this Agreement toward sentence the replacement continuation of any Eurodollar Loan as a Eurodollar Loan with an Interest period of one month or repair any such shorter period permitted pursuant to the following proviso during such period shall be deemed not to be the borrowing of destroyed or damaged propertya Loan; provided, further, that any such replaced or repaired property shall be Collateral in which that, upon the Administrative Agent request of the Company for the benefit continuation of a Eurodollar Loan as a Eurodollar Loan with an Interest Period of less than one month, the Lenders has been granted a security interest under Australian Administrative Agent, after obtaining the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))Australian lenders, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount will use reasonable efforts to continue such a Eurodollar Loan as a Eurodollar Loan of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersrequested duration. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries the Obligors with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors Borrower may apply the Net Cash Proceeds of any casualty policy up toto $500,000 with respect to any loss, but not exceeding $4,000,000 750,000 in the aggregate for all losses in the aggregate under all casualty policies during the term of this Agreement Agreement, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.