No later than three (3) Business Days following the date of receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale, to the extent that the aggregate amount of Net Cash Proceeds from Asset Sales exceeds $25,000,000 at any time after the Closing Date, or any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of Net Cash Proceeds from Events of Loss exceeds $25,000,000 at any time after the Closing Date, the Borrower shall prepay the Obligations in an amount equal to 100% of all such Net Cash Proceeds in excess of $25,000,000 with respect to each category of Asset Sales and Events of Loss; provided, that, the Borrower shall not be required to prepay the Obligations with respect to # Net Cash Proceeds from Asset Sales permitted under [Section 7.02(b)(i)-(v), (ii)])])] so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and # any payments of such Net Cash Proceeds that could reasonably result in an material adverse tax consequence to the Borrower or any of its Subsidiaries. Any such prepayment shall be applied in accordance with subsection # of this clause (b).

In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds (including cash equivalents) in excess of $50,000,000 of any Prepayment Asset Sale (other than # any such Net Cash Proceeds (the “Reinvestment Amount”) that are reinvested in other long-term assets useful in the business of the Borrower or any of its Subsidiaries (or used to replace damaged or destroyed assets) and the Reinvestment Amount shall not constitute Net Cash Proceeds until and except to the extent (but shall then be deemed to have been received to such extent and shall constitute Net Cash Proceeds and not covered by the exception in this clause (i)), not used within 180 days (or 270 days, to the extent committed (pursuant to a binding agreement) to be reinvested within such 180-day period) following receipt, # sales or other dispositions of inventory in the ordinary course of business and # sales or other dispositions publicly announced prior to September 20, 2018), then 100% of such Net Cash Proceeds shall be applied, not later than three Domestic Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds, to prepay the Loans (or, if prior to the Closing Date, permanently and automatically reduce the Commitments) as set forth in [Section 2.09(c)].