Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to [Section 7.01(a)(iii)], commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended September 30, 2016 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to [Section 7.01(a)(iii)], on the date such statements are required to be delivered to the Agents and the Lenders pursuant to [Section 7.01(a)(iii)], the Borrowers shall # if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is equal to or greater than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with [Section 2.05(d)] in an amount equal to 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, or # if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is less than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with [Section 2.05(d)] in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year.

If, at any time after the date of this Agreement:

Upon the occurrence of a Liquidity Event, all Principal Amount and interest on this Note shall become immediately due and payable at the option of the Holder. The Holder may, upon receiving notice of any Liquidity Event pursuant to Section 6(b) hereof, exercise its right to demand payment in full of this Note, by giving the Company notice of such election within ten (10) Business Days of receiving such notice. The Company shall, within five (5) Business Days following the consummation of an Asset Disposition, apply the Net Proceeds thereof to the prepayment of the outstanding balance of this Note.

If on any Computation Date, the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrowers shall pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed Availability after giving effect to such payments or prepayments.

If any Prepayment Trigger occurs, then Lender may declare the outstanding Principal Amount of the Loan as of the date of the Prepayment Event Date plus any accrued and unpaid interest thereon to be immediately due and payable hereunder, in whole but not in part, to the extent permitted by law, together, if applicable, with any additional amounts due in respect thereof pursuant to clause (ii) below, and all other Obligations then outstanding together with all other amounts in respect thereof to the Lender Account, and the provisions of this [Section 3.02(a)] shall apply.

Mandatory Prepayment. Borrower covenants and agrees to make a mandatory prepayment to Lender equal to fifty percent (50%) of the Outstanding Balance on April 1, 2023.

If on any Computation Date, the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrowers shall pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed Availability after giving effect to such payments or prepayments.

Upon the occurrence of a Liquidity Event, all Principal Amount and interest on this Note shall become immediately due and payable at the option of the Holder. The Holder may, upon receiving notice of any Liquidity Event pursuant to Section 6(b) hereof, exercise its right to demand payment in full of this Note, by giving the Company notice of such election within ten (10) Business Days of receiving such notice. The Company shall, within five (5) Business Days following the consummation of an Asset Disposition, apply the Net Proceeds thereof to the prepayment of the outstanding balance of this Note.

Mandatory Prepayment. If any of the following events occurs (a “Mandatory Prepayment Event”):

Mandatory Prepayment. In each case subject to the terms of the Subordination Agreement, the Issuer shall make mandatory prepayments on this Note as follows: