Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.

Mandatory Prepayment. Borrower (i) Within 10 Business Days after 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 December 31, 2014 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), within 10 Business Days after 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 prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan until Paid Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 100% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and in their Subsidiaries (and not paid to the following amounts: Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) concurrently of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 60 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, to repay Senior Debt or for any other corporate purpose not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in contravention the case of any terms prepayment of this Agreementa LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. Borrower For any prepayments pursuant to this section, the Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts:provide one (1) Business Day’s prior written notice to Administrative Agent detailing such prepayment. (i) concurrently Contemporaneously with the receipt by any Loan Party delivery to the Agents and the Lenders of any Net Cash Proceeds from any Dispositionaudited 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 December 31, 2015 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), 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 prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to such Net Cash Proceeds; and the result of (iiA) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Consolidated Excess Cash Flow earned during of the Company and its Subsidiaries for such prior Fiscal Quarter, until the Loan is reduced in principal Year (provided that such amount shall reduce to $30,000,000, and, thereafter, in an amount equal to (i) twenty-five percent (25%) if the EBITDA Total Leverage Ratio of the Company and its Subsidiaries for such Fiscal Year is less than 2.50:1.00 and (ii) zero percent (0%) if the EBITDA Total Leverage Ratio of the Company and its Subsidiaries for such Fiscal Year is less than 2.00:1.00; provided, however, that the immediately preceding proviso will not apply to the excess cash flow payment required to be made under this Section 2.05(c)(i) for the Fiscal Year ended December 31, 2015) minus (B) the aggregate amount of all optional principal payments on the Loans that were made during such Fiscal Year pursuant to Section 2.05(b); provided that the calculation of the amount of any Consolidated Excess Cash Flow earned during payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Consolidated Excess Cash Flow that is attributable to the target of a Permitted Acquisition that accrued prior to the closing date of such prior Fiscal Quarter. Notwithstanding clause Permitted Acquisition. (ii) above, in Within three (3) Business Days of the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into receipt of any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromfrom any Disposition by any Loan Party or its Subsidiaries (other than Dispositions addressed by clauses (ii)(A) or (ii)(D) of Section 7.02(c)), the Borrowers shall, to shall prepay the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Loans in full, after which any remaining accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds may be used received by Borrower to prepay further the Loansuch Person in connection with such Disposition, to repay Senior Debt the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Dispositions $500,000 in any Fiscal Year, together with any Applicable Prepayment Premium. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or for any other corporate purpose not in contravention of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within three (3) Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (l) of the definition of Permitted Indebtedness), or upon an Equity Issuance (other than issuances done in connection with (A) any employee incentive, stock option or other employee benefit plan and (B) the proceeds of Equity Interests solely to the extent issued and used to fund a Permitted Acquisition), in each case, after the Effective Date, the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, together with any Applicable Prepayment Premium. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts (net of any reasonable and customary expenses incurred in collecting such Extraordinary Receipts) to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Extraordinary Receipts $100,000 in any Fiscal Year, together with any Applicable Prepayment Premium. (v) Within three (3) Business Days of the receipt of any Net Cash Proceeds from any Casualty Event by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Casualty Proceeds received by such Person in connection with such Casualty Event, to the extent that the aggregate amount of Net Casualty Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Casualty Events $500,000 in any Fiscal Year, together with any Applicable Prepayment Premium. (vi) Within one (1) Business Day of a Change of Control or upon any acceleration of any Obligations pursuant to Section 9.01, the aggregate outstanding principal amount of the Obligations (together with any Applicable Prepayment Premium) shall be repaid in full; provided that, in the event of only a portion of all Obligations being accelerated, only such portion so accelerated shall be so repaid together with the Applicable Prepayment Premium. (vii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Net Casualty Proceeds consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(v), as the case may be, such Net Cash Proceeds and Net Casualty Proceeds shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Net Casualty Proceeds are used to replace, repair or restore properties or assets used in such Person's business; provided that (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Net Casualty Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Net Casualty Proceeds shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds or Net Casualty Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds or Net Casualty Proceeds to be so expended), (C) such Net Cash Proceeds or Net Casualty Proceeds are deposited in an account subject to the dominion and control of the Collateral Agent, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Net Casualty Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(v) as applicable.

Mandatory Prepayment. (i) [Intentionally Omitted.] (ii) Within 2 Business Days of any Disposition by any Loan Party or its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) pursuant to Section 6.02(c)(ii), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $300,000 in Full at any Fiscal Year (provided that the following times and aggregate amount of Net Cash Proceeds not subject to prepayment pursuant to this clause (ii), when taken together with the aggregate amount of Extraordinary Receipts not subject to prepayment pursuant to clause (iv) below shall not exceed $1,500,000 in the following amounts: aggregate during the term of this Agreement). Nothing contained in this clause (iii) concurrently with the receipt by shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c)(ii). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing on the date such Person receives Net Cash Proceeds in connection with a Disposition of equipment or inventory, such Net Cash Proceeds (in an aggregate amount, when taken together with the aggregate amount of Extraordinary Receipts reinvested in accordance with clause (iv) below, not to exceed $1,500,000 in any Fiscal Year, and in any event, iii an aggregate amount not to exceed $2,500,000 during the term of this Agreement) received by such Person may, at the option of the Borrower, be applied to acquire replacement equipment or inventory for the equipment or inventory so disposed of, provided, that (x) until so applied, such Net Cash Proceeds shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Net Cash Proceeds are applied in accordance with either of clauses (y) or (z) of this clause (ii)) or (2) upon notification by the Borrower to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrower re-borrows funds in such amount to be used in accordance with either of clauses (y) or (z)(2) of this clause (ii)), (y) such Net Cash Proceeds must be applied and such equipment or inventory must be replaced within 120 days after the date of receipt thereof, and (z) upon (1) the occurrence and during the continuance of a Default or an Event of Default or (2) the expiration of such 120-day period, such Net Cash Proceeds, if not so applied, shall be applied to the prepayment of the Loans in accordance with Section 2.05(d). Notwithstanding the foregoing, if any Disposition shall occur on or prior to July 25,2006 and in connection therewith, the Borrower shall be required to prepay the Loans from any Dispositionthe Net Cash Proceeds received from such Disposition in accordance with this clause (ii) and the Borrower shall not be permitted to reinvest the Net Cash Proceeds in accordance with this clause (ii) or does not reinvest such Net Cash Proceeds within the applicable 120-day period specified in this clause (ii), in then an amount equal to such Net Cash Proceeds received in connection with such Disposition shall be applied to the Revolving Loans (but, if the outstanding principal amount of the Revolving Loans at such time is less than the amount of such Net Cash Proceeds; and, the amount of such Net Cash Proceeds remaining after applying such Net Cash Proceeds to the Revolving Loans shall be deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding)), and concurrently with such application to the Revolving Loans (or deposit into a cash collateral account), the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied and/or deposited, which (x) reserve and cash collateral shall be released and (y) such amount shall be used to prepay the Loans in accordance with Section 2.05(d), in each case on July 25, 2006. (iiiii) concurrently Within 1 Business Day of the issuance or incurrence by any Loan Party or any of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) of any Indebtedness (other than any Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 2 Business Days of the receipt by any Loan Party or any of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) of any Extraordinary Receipts in excess of $300,000 in any Fiscal Year (provided that the aggregate amount of Extraordinary Receipts not subject to prepayment pursuant to this clause (iv), when taken together with the aggregate amount of Net Cash Proceeds not subject to prepayment pursuant to clause (ii) above shall not exceed $1,500,000 in the aggregate during the term of this Agreement), the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds of such Extraordinary Receipts. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing on the date such Person receives Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any issuance judgment, settlement, condemnation or other cause of its equity securities action in respect of, the loss, damage, taking or theft of any real property, equipment or inventory, such Extraordinary Receipts (in an aggregate amount, when taken together with the aggregate amount of Net Cash Proceeds reinvested in accordance with clause (ii) above, not to exceed $1,500,000 in any Fiscal Year, and, in any event, in an aggregate amount not to exceed $2,500,000 during the term of this Agreement) received by such Person may, at the option of the Borrower, be applied to repair or restore such real property, equipment or inventory or acquire replacement real property, equipment or inventory for the real property, equipment or inventory so lost, damaged or stolen or other than equity securities real property, equipment or inventory used or useful in the business of such Person for the real property, equipment or inventory so lost, damaged or stolen, provided, that are issued to (x) Parentuntil so applied, such Extraordinary Receipts shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Extraordinary Receipts shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Extraordinary Receipts are applied in accordance with either of clauses (y) or (z) of this clause (iv)) or (2) upon notification by the Borrower to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrower re-borrows funds in such amount to be applied in accordance with either of clauses (y) or (z)(2) of this clause (iv)), (y) management such Extraordinary Receipts must be applied and such real property, equipment or inventory must be repaired, restored or replaced within 120 days after the date of Parentreceipt thereof, or and (z) upon (1) the occurrence and during the continuance of a Default or an Event of Default or (2) the expiration of such 120-day period, such Extraordinary Receipts, if not so applied, shall be applied to Persons that as the prepayment of the date hereof hold equity Loans in Parent; but, without limitation of accordance with Section 2.05(d). Notwithstanding the foregoing, and for avoidance of if any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE Loan Party or any similar offering whether of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) receives any Extraordinary Receipts on or prior to Persons that as of July 25, 2006 and in connection therewith, the date hereof hold equity Borrower shall be required to prepay the Loans from the Net Cash Proceeds received from such Extraordinary Receipts in Parent accordance with this clause (iv) and the Borrower shall not be permitted to reinvest the Net Cash Proceeds in accordance with this clause (iv) or otherwise) does not reinvest such Net Cash Proceeds within the applicable 120-day period specified in this clause (iv), then an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing Proceeds received in connection with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant Extraordinary Receipts shall be applied to the contemplated PIPE or enters into any similar transaction involving Revolving Loans (but, if the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Revolving Loans at such time is less than the amount of such Net Cash Proceeds, until it is paid in full, after which any remaining the amount of such Net Cash Proceeds may remaining after applying such Net Cash Proceeds to the Revolving Loans shall be deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding)), and concurrently with such application to the Revolving Loans (or deposit into a cash collateral account), the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied and/or deposited, which (x) reserve and cash collateral shall be released and (y) such amount shall be used by Borrower to prepay further the LoanLoans in accordance with Section 2.05(d), to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementeach case on July 25, 2006.

Mandatory Prepayment. Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Loan until Paid in Full Group Term Loans at the following times discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following amounts: the making of each After Year-End Payment, (i) concurrently the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis. Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y), (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been paid in full) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the receipt by any Loan Party Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing). With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any DispositionCasualty Event, at the option of the Borrower (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions or other similar Investments and Capital Expenditures within the later of (x) 1218 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 1218 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Electionthe receipt of the applicable Net Cash Proceeds, an amount equal to the Asset Percentage of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05.; provided further that any cash payment by the Borrower or any Covenant Entity that would qualify as a reinvestment pursuant to the provisions above made within 180 days prior to the receipt of such Net Cash Proceeds or, if applicable, after the definitive documentation in respect of the applicable Disposition giving rise to such Net Cash Proceeds, if elected by the Borrower in a written notice to the Administrative Agent, shall be deemed to be a reinvestment of such Net Cash Proceeds. On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to the Asset Percentage of any such Net Cash Proceeds realized or received. If any Covenant Entity incurs or issues any (A) Refinancing Term Loans, (B) Indebtedness pursuant to Section 7.02(t)(i) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall (1) designate such Term Loans to be prepaid (other than in the case of a prepayment pursuant to subclause (C)) and (2) cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds; and (ii) . If the Borrower obtains any Refinancing Revolving Commitments, the Borrower shall, concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentthereof, (y) management of Parentterminate Revolving Credit Commitments under the 2018 Revolving Credit Tranche and/or the 2020 Revolving Credit Tranche, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008)applicable, in an equivalent amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to Section 2.06. (A) Except as provided pursuant to subclause (B) below, each prepayment of any Term Loans being prepaid pursuant to this Section 2.05(b) shall be applied pro rata among the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallTerm Loans and within each such tranche first, to the extent provided installments thereof pro rata in direct order of maturity for the next eight scheduled payments pursuant to Section 2.07(a) following the applicable prepayment event and permitted second, to the remaining installments thereof pro rata, (B) each prepayment pursuant to Section 2.05(b)(iii)(A) or (B) shall be applied as directed by the Black Forest Subordination AgreementBorrower, pay and (C) each such prepayment shall be paid to the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Lenders receiving such prepayment in full, after which any remaining Net Cash Proceeds may be used by Borrower accordance with their respective Applicable Percentages subject to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms clause (v) of this Agreement.Section 2.05

Mandatory Prepayment. Borrower (i) (A) On or before the date required for the delivery to the Agents and the Lenders of the financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for May 31, 2024 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)(ii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Term Loans in Full at accordance with Section 2.05(d) in an amount equal to 25% of the following times Excess Cash Flow of the Parent and its Subsidiaries for the period of three consecutive months ending on the last date of such fiscal quarter (such payment made pursuant to this clause (i)(A), a “Quarterly Excess Cash Flow Payment”) and (B) on or before the date required for the delivery to the Agents and the Lenders of the 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 May 31, 2024 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 prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the total of (I) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for the period of four consecutive quarters ending on the last date of such Fiscal Year (or, in the following amounts:case of the Fiscal Year ended May 31, 2023, for the period commencing on the Effective Date and ending on May 31, 2023), minus (II) the sum of (1) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year and (2) the aggregate amount of all Quarterly Excess Cash Flow Payments made in such Fiscal Year. (ii) Within three (3) Business Days of any Disposition that qualifies as Permitted Dispositions under clauses (h) or (i) concurrently of the definition of Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of such excess Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Term Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, (x) with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries not in excess of $250,000 in the aggregate in any Fiscal Year in connection with Dispositions or the receipt of Extraordinary Receipts consisting of insurance proceeds, casualty events or condemnation awards, there shall be no obligation to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), and (y) with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds, casualty events or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) any such Net Cash Proceeds received by a Loan Party in a jurisdiction where Control Agreements are required to be implemented are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementas applicable.

Mandatory Prepayment. (i) Within three (3) Business Days after 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 December 31, 2022 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), by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.06(d) in an amount equal to the following times result of (to the extent positive) (1) ECF Percentage of Holdings and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrower pursuant to Section 2.06(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.06(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv) within forty-five (45Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 250,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.06(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.06(c)(iv) as applicable.

Mandatory Prepayment. Borrower (i) Within 10 Business Days after 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 December 31, 2017 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), within 10 Business Days after 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 prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan until Paid Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 100% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and in their Subsidiaries (and not paid to the following amounts: Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) concurrently of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agents agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 60 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, to repay Senior Debt or for any other corporate purpose not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in contravention the case of any terms prepayment of this Agreementa LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Term Loans (allocated between the Term Loans and Nexstar Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the "ECF Percentage") of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Nexstar Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than or equal to 2.5:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) any Loan Party Mission Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (xb), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) Parentor (u)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans and Mission Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (x) any Nexstar Entity Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) or (u)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing). (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any DispositionCasualty Event, at the option of the Borrower (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions and Capital Expenditures within the later of (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Election, an amount equal to 100% of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05. (C) On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to 100% of such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, realized or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreceived.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans and Mission Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the "ECF Percentage") of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than or equal to 2.5:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) any Loan Party Nexstar Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (xb), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) Parentor (u)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. (a) Subject to clauses (d) and (e) hereof, upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from the issuance of Debt, except as permitted under Section 10.02(a) through (e), after the Effective Date, the Borrower shall prepay the Term Loan until Paid in Full at by an amount equal to the following times and in remainder of one hundred percent (100%) of such Net Cash Proceeds minus the following amounts:amount of any prepayment due under Section 3.04(c)(ii). (ib) concurrently with the Subject to clauses (d) and (e) hereof, upon receipt by any Loan Party the Borrower of any Net Cash Proceeds from the private issuance of any DispositionEquity Interests of such Person (other than Equity interests issued to NGP IX or an Affiliate thereof), in the Borrower shall prepay the Term Loan by an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party remainder of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of such Net Cash Proceeds minus the Excess amount of any prepayment due under Section 3.04(c)(ii). (c) Subject to clauses (d) and (e) hereof, upon receipt by the Borrower or an IPO Parent of Net Cash Flow earned during Proceeds from the public issuance of any Equity Interests of such Person (including the Initial Public Offering), the Borrower shall prepay the Term Loan by an amount equal to the remainder of one hundred percent (100%) of such Net Cash Proceeds minus the amount of any prepayment due and payable under Section 3.04(c)(ii). (d) Subject to clause (e) hereof, each mandatory prepayment under this Section 4.08 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior Fiscal Quarterthereto and shall be subject to Section 6.02. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities to all such principal payments as follows: first, until to that portion of the Term Loan is reduced in principal amount to $30,000,000outstanding as Eurodollar Borrowings which have Interest Periods ending on the date of payment, and, thereaftersecond, to any remaining Borrowings of the Term Loan being carried at the Adjusted LIBOR Rate; provided, however, if any excess remains after the prepayment of the Term Loan, such excess shall be prepaid by the Borrower and applied to Revolving Credit Borrowings and Swing Line Loans pursuant to Section 3.04(c), and if any excess remains after paying all of the Revolving Credit Borrowings and Swing Line Loans, Borrower shall Cash Collateralize such excess in an amount equal to twenty-five the greater of (x) the amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (e) Any voluntary or mandatory prepayment of the Term Loan (including upon acceleration) made on or before the date that is one year after the Effective Date shall be subject to a prepayment premium of one percent (251%) of the Excess Cash Flow earned during amount of such prior Fiscal Quarter. Notwithstanding clause (ii) aboveprepayment, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, except to the extent provided in and permitted by such prepayment is made with the Black Forest Subordination Agreementproceeds of an initial public offering, pay bond offering, second lien institutional term loan, partial sale of assets or the then outstanding principal amount sale of all of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid equity interests in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementan unaffiliated third party.

Mandatory Prepayment. Borrower (a) Borrowers shall prepay the Loan Term Loans (in the order set forth in Section 2.10.3) until Paid paid in Full full at the following times and in the following amounts:amounts (in each case subject to the provisions of Section 2.10.2(b) below): (i) concurrently with the receipt by Holdings, any Loan Party Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with the receipt by Holdings, any Loan Party Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) ParentSponsor, (y) management of ParentHoldings, or (z) to Persons that as direct or indirect equity holders of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Holdings), in an amount equal to fifty percent 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities; (50%iii) within 5 days after the delivery of the Excess Cash Flow earned during such prior audited consolidated financial statements for each Fiscal QuarterYear (commencing with the Fiscal Year ending April 30, until the Loan is reduced in principal amount to $30,000,000, and, thereafter2016), in an amount equal to twenty-five percent (25%i) of the ECF Percentage multiplied by Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding clause Year minus (ii) aboveany voluntary prepayments of the Term Loans made during such Fiscal Year; (iv) concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in the event that Parent issues equity securities pursuant an amount equal to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromof such Extraordinary Receipt; and (v) concurrently with the receipt by any Borrower of any Net Cash Proceeds from the issuance of Equity Cure Securities. Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent not later than noon New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, Borrowers shalland Agent shall promptly notify each Lender of such notice. (b) Notwithstanding the foregoing provisions of this Section 2.10.2, such prepayment shall not be required, and shall be deemed reduced by an equivalent amount, to the extent provided in and permitted that (i) a corresponding prepayment is required by the Black Forest Subordination Agreement, pay First Lien Loan Agreement to be applied to the then outstanding principal amount of First Lien Obligations and (ii) such prepayment has not been expressly waived or declined by the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementFirst Lien Lenders.

Mandatory Prepayment. (a) The Borrower shall be required to apply the amounts set forth below to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the upon receipt by any Loan Party of Insurance Proceeds as required pursuant to Section 8.01 (Insurance and Condemnation Proceeds); (ii) upon receipt of Condemnation Proceeds, as required pursuant to Section 8.01 (Insurance and Condemnation Proceeds); (iii) upon receipt of any Net Cash Proceeds Project Document Termination Payments, as required pursuant to Section 8.02 (Extraordinary Proceeds); (iv) upon receipt of proceeds of any asset disposal (other than proceeds received from any Dispositionthe sale of Products) that are not used for replacement, in an amount equal as required pursuant to such Net Cash Section 8.02 (Extraordinary Proceeds); and (iiv) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued required pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseSections 3.03(a)(ii)(I) in an amount equal to such Net Cash Proceeds; and and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%J) of the Excess Cash Flow earned during such prior Fiscal Quarter, until Accounts Agreement. (b) All prepayments under this Section 3.08 shall be made by the Loan is reduced in Borrower to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to $30,000,000, and, thereafter, in an amount equal but excluding the date of payment and by any additional amounts required to twenty-five percent be paid under Section 4.05 (25%Funding Losses). (c) Amounts of principal prepaid under Section 3.08(a) shall be allocated by the Administrative Agent to the Loans pro rata among the Lenders based on their respective outstanding principal amounts of the Excess Cash Flow earned during Loans on the date of such prior Fiscal Quarter. Notwithstanding clause prepayment and then to the remaining outstanding installments of principal of the Loans under Section 3.01(a) (iiRepayment of Loans) above, in inverse order of maturity. (d) Amounts of the event that Parent issues equity securities Loans prepaid pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to this Section 3.08 may not be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreborrowed.

Mandatory Prepayment. Borrower Any outstanding Advances shall prepay be prepaid or, prior to the Loan until Paid Closing Date, the Commitments shall be reduced, in Full each case, on a dollar-for-dollar basis within three Business Days following (in the case of a prepayment of Advances) or at the following times and time of (in the following amounts: (icase of a reduction of Commitments) concurrently with the receipt by any Loan Party the Consolidated Group after the date hereof of any Net Cash Proceeds (or in the case of clause (i) below, commitments) referred to in this paragraph (d): (i) from 100.0% of the commitments (in the case of credit facilities, entered into for the purpose of financing the Target Acquisition, with conditions to funding no more onerous to the Borrower than the conditions set forth in Section 3.02) or the Net Cash Proceeds actually received by the Consolidated Group from the, in the case of commitments, establishment, and in the case of Net Cash Proceeds, incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of the Borrower or any Dispositionof its Subsidiaries, (B) borrowings under the Existing Credit Agreements or any other revolving facility replacing or refinancing the Existing Credit Agreements, in an aggregate principal amount, when combined with the amount equal of Debt outstanding under clause (D) below, not to such Net Cash Proceeds; andexceed $12,250,000,000, (C) any other ordinary course borrowings under working capital or overdraft facilities as in effect from time to time, (D) issuances of commercial paper and replacements or refinancings thereof (other than for purposes of financing the Target Acquisition), in an aggregate principal amount, when combined with the amount of Debt outstanding under clause (B) above, not to exceed $12,250,000,000, (E) purchase money Debt incurred in the ordinary course of business and any replacements or refinancings thereof, (F) Debt with respect to capital leases incurred in the ordinary course of business and any replacements and refinancings thereof, (G) borrowings under, or commitments in respect of, the RSN Credit Agreement and (H) other Debt in a principal amount at any time outstanding not to exceed $3,000,000,000 in the aggregate); (ii) concurrently with from 100.0% of the receipt by any Loan Party of any Net Cash Proceeds actually received from any the issuance of its any capital stock or other equity securities interests by the Consolidated Group (other than (A) issuances pursuant to any employee equity securities that are issued to (x) Parentcompensation plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit arrangement, (yB) management of Parentissuances pursuant to The Xxxx Disney Company’s Investment Plan (or any successor plan), or (zC) to Persons that as of issuances among the date hereof hold equity in Parent; but, without limitation of the foregoingConsolidated Group, and for avoidance (D) issuances of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceedsdirectors’ qualifying shares); and (iii) within forty-five (45) days after the end from 100.0% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromactually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among the Consolidated Group, Borrowers shall(B) leases, licenses, subleases and sublicenses, (C) Asset Sales, the Net Cash Proceeds of which do not exceed $2,000,000,000 in the aggregate and (D) prior to the RSN Facility Termination Time, Asset Sales in respect of 21CF RSN Assets); provided that such Net Cash Proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds are used to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Consolidated Group, in each case within the Reinvestment Period; provided, further, that if all or any portion of such Net Cash Proceeds are not so used within the Reinvestment Period, such remaining portion not so used shall be applied on the date that is 10 Business Days after the last day of the Reinvestment Period as a mandatory repayment of principal of outstanding Advances as provided above in this Section 2.04(d)(iii). All mandatory prepayments and permitted Commitment reductions shall be applied without penalty or premium (except for breakage costs required pursuant to Section 8.04(b) and accrued interest, if any) and will be applied pro rata among the Lenders. Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by a Foreign Subsidiary of the Borrower or any other Subsidiary of such Foreign Subsidiary, the Commitments shall only be reduced (or the Advances prepaid) to the extent that (i) such Net Cash Proceeds can be promptly transferred to the Borrower without adverse tax consequences to Borrower and any of its Subsidiaries and (ii) such transfer would not be prohibited or restricted by applicable law, rule or regulation or contract or the organizational documents of such Foreign Subsidiary (in the case of clauses (i) and (ii), as reasonably determined by the Black Forest Subordination AgreementBorrower in good faith) (each, pay a “Repayment Limitation”); it being understood that if such Repayment Limitation exists, upon such Repayment Limitation ceasing to apply, the then outstanding principal amount Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower on the date such Repayment Limitation ceased to exist. The Borrower shall give the Designated Agent prompt written notice of any mandatory Commitment reduction or prepayment of Advances under this Section 2.04(d), which notice shall be accompanied by a reasonably detailed calculations of the Black Forest Note from any remaining applicable Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.

Mandatory Prepayment. (i) Within 5 Business Days after the delivery to the Agents and the Lenders of 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 first Fiscal Year ending after the Closing Date 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 Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full accordance with Section 2.05(d) in an amount equal to the amount by which (x) the aggregate amount of the cash and Cash Equivalents on-hand at Holdings, the following times Borrower and in its Restricted Subsidiaries as of the following amounts:last day of such Fiscal Year exceeds (y) $100,000,000. (ii) Within 5 Business Days after any Sale and Leaseback Transaction or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) concurrently (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (j) of the definition of "Permitted Disposition") by any Loan Party or its Restricted Subsidiaries (other than Sale and Leaseback Transactions and Dispositions resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single Sale and Leaseback Transaction or Disposition), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Sale and Leaseback Transaction or Disposition, as applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Restricted Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable. (iii) Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days after the receipt by any Loan Party or any of its Restricted Subsidiaries of any Extraordinary Receipts (other than any casualty or condemnation event resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single casualty or condemnation event), the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Restricted Subsidiaries in connection with the receipt of Net Cash Proceeds of a Disposition or the receipt of Net Cash Proceeds in respect of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), respectively, shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and 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) (a "Permitted Use"); provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 Business Days after the receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used for a Permitted Use within a period specified in such certificate not to exceed twelve months after the date of receipt of such Net Cash Proceeds (or within a period of six months thereafter if by the end of such initial twelve-month period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to effect a Permitted Use), which certificate shall set forth estimates of the Net Cash Proceeds to be so expended, (C) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable and (D) if, as of the last day of the most recently ended Fiscal Quarter, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is greater than 2.00 to 1.00, then the aggregate amount of Net Cash Proceeds applied to Permitted Uses in accordance with this clause (v) for the period beginning on the last day of such Fiscal Quarter and ending on the last day of the fourth Fiscal Quarter ending thereafter shall not exceed $25,000,000; provided that the limitation in this clause (D) shall (x) cease to apply with respect to such period of four consecutive Fiscal Quarters if, on the last day of any subsequent Fiscal Quarter ending during such period, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is less than or equal to 2.00 to 1.00, and the limitation in this clause (D) shall not subsequently apply to any period of four consecutive Fiscal Quarters unless the condition specified in this clause (D) occurs and (y) not prevent any Loan Party or Restricted Subsidiary from giving effect to any such application for a Permitted Use to which such Loan Party or Restricted Subsidiary committed if, at the time of such commitment, such Loan Party or Restricted Subsidiary would have been permitted to apply the Net Cash Proceeds for such Permitted Use without violating this clause (D). (vi) Notwithstanding any other provisions of this Section 2.05, (A) to the extent that any or all of the Net Cash Proceeds or, in the case of clause (i) of this Section 2.05, other cash amounts attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being distributed to the Borrower, the portion of such Net Cash Proceeds or other cash amounts so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Loan Party (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of such affected Net Cash Proceeds or other cash amounts that, in each case, would otherwise be required to be used to prepay Loans pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, is permitted under the applicable local law to be distributed to any Loan Party, such distribution will be promptly made and such distributed Net Cash Proceeds or other cash amounts will be promptly (and in any event not later than two Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to the applicable clause of this Section 2.05 and (B) to the extent that the Borrower has determined in good faith that distribution to the Borrower of any of or all the Net Cash Proceeds or other cash amounts attributable to Foreign Subsidiaries would have material adverse tax consequences to the Borrower and its Restricted Subsidiaries, such Net Cash Proceeds or other cash amounts so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), to the extent that within 12 months of the applicable prepayment event, the repatriation to the Borrower of any Net Cash Proceeds from or other cash amounts attributable to any Dispositionsuch Foreign Subsidiary would no longer have material adverse tax consequences, in such Foreign Subsidiary shall promptly repatriate an amount equal to such Net Cash Proceeds; and (ii) concurrently with Proceeds or such other cash amounts, less applicable tax paid by the receipt by Borrower or any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Restricted Subsidiaries in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallrespect thereof, to the extent provided in and permitted by Administrative Agent, which amount shall be applied to the Black Forest Subordination Agreement, pay the then outstanding principal amount pro rata prepayment of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Loans in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of accordance with this AgreementSection 2.05.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within 5 Business Days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the receipt by any Loan Party delivery to the Agents and the Lenders of any Net Cash Proceeds from any Dispositionthe financial statements for the Fiscal Year ending June 30, in an amount equal 2025, or, if such financial statements are not delivered to the Agents and the Lenders on the date such Net Cash Proceeds; and (ii) concurrently with statements are required to be delivered pursuant to Section 7.01(a)(iii), within 5 Business Days after the receipt by any Loan Party 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 Total Leverage Ratio of any Net Cash Proceeds from any issuance of Company and its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that Subsidiaries as of the date hereof hold equity in Parent; butend of such Fiscal Year is (A) greater than 3.75:1.00, without limitation prepay the outstanding principal amount of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity Term Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; and the result of (iii) within forty-five (45) days after to the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008extent positive), (1) (x) seventy five percent (75%) of the Excess Cash Flow of Company and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior to such payment date, (B) equal to or less than 3.75:1.00 and greater than 2.75:1.00, prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) fifty percent (50%) of the Excess Cash Flow earned during of Company and its Subsidiaries for such prior Fiscal Quarter, until Year minus (2) the Loan is reduced in aggregate principal amount of all payments made by the Borrowers pursuant to $30,000,000Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior to such payment date or (C) equal to or less than 2.75:1.00, and, thereafter, prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) twenty-five percent (25%) of the Excess Cash Flow earned during of Company and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior Fiscal Quarter. Notwithstanding clause to such payment date. (ii) above, in Within 5 Business Days of the event that Parent issues equity securities pursuant to the contemplated PIPE receipt by any Loan Party or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt its Subsidiaries of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromfrom any Disposition which qualify as Permitted Dispositions under clause (n) of the definition of Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall, to shall prepay the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries shall exceed for all such Dispositions $1,000,000 in any Fiscal Year (it being understood and agreed that only Net Cash Proceeds in excess of such threshold amount each Fiscal Year that are received by the Loan Parties and their Subsidiaries in connection with Dispositions shall be required to be used to prepay the Loans in accordance with Section 2.05(d)). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within 5 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with any Extraordinary Receipts, to the extent that the aggregate amount of Net Cash Proceeds of Extraordinary Receipts received by all Loan Parties and their Subsidiaries in all such cases shall exceed $1,000,000 in any Fiscal Year (it being understood and agreed that only Net Cash Proceeds of Extraordinary Receipts in excess of such threshold amount each Fiscal Year that are received by the Loan Parties and their Subsidiaries shall be required to be used to prepay the Loans in accordance with Section 2.05(d)). (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Term Loans pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, the Net Cash Proceeds from any remaining such Dispositions (in an aggregate amount not to exceed $1,000,000) and such Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair, restore or otherwise acquire properties or assets (other than current assets) used or useful in such Person’s business, provided that, (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, until it is paid in full, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 10 Business Days after which any remaining receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to replace, repair, restore or otherwise acquire properties or assets used or useful in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above (or, if a commitment to replace, repair, restore or otherwise acquire properties or assets has been entered into prior to the expiration of such period, then the expiration of the 180 day period following the expiration of such period), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Term Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the proceeds of any Permitted Cure Equity. (vii) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that any amount that would otherwise be required to be paid pursuant to Section 2.05(c)(i), Section 2.05(c)(ii), Section 2.05(c)(iv) or Section 2.05(c)(v) (collectively, the “Subject Proceeds”) is generated by an Excluded Subsidiary and is prohibited, delayed or restricted by (1) applicable local Requirements of Law or (2) the Governing Documents of such Excluded Subsidiary from being repatriated to the Borrowers, such Subject Proceeds will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be used retained by such Excluded Subsidiary; provided, that, if (x) the applicable local Requirements of Law cease to prohibit repatriation to the Company or the Borrowers (the Company and the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to promptly take all actions reasonably required by the applicable local Requirements of Law to permit such repatriation) or (y) the Governing Documents of such Excluded Subsidiary cease to prohibit such repatriation, in each case, within 365 days following the date such Excess Cash Flow prepayment is required to be made, or such Net Cash Proceeds are received, such repatriation shall thereafter be promptly effected and an amount equal to such Subject Proceeds will be promptly (and in any event not later than 2 Business Days after such repatriation) applied (net of additional taxes payable or reserved against, and additional costs incurred, as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(c) to the extent provided herein and (B) to the extent that the Administrative Borrower has determined in good faith that repatriation of, or the obligation to prepay further repatriate, any Subject Proceeds attributable to or generated by any Excluded Subsidiary would have material adverse Tax consequences to the LoanCompany and its Subsidiaries, such Subject Proceeds will not be required to be applied to repay Senior Debt the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary until such time as it may repatriate such amount without incurring such material adverse Tax consequences to the Company and its Subsidiaries (at which time the Borrowers shall make a payment to repay the Loans to the extent provided herein). (viii) The Administrative Borrower shall provide at least 5 Business Days prior written notice before 12:00 p.m. (New York City time) to the Administrative Agent (or for such shorter period as agreed by the Administrative Agent in its sole discretion) with respect to any other corporate purpose not in contravention of any terms of prepayment expected to be made pursuant to this AgreementSection 2.05(c).

Mandatory Prepayment. Borrower (a) In the event that the aggregate balance of Revolving Advances outstanding at any time exceeds the lesser of (a) the Aggregate Formula Amount at such time, or (b) the Maximum Revolving Advance Amount, the excess amount of Revolving Advances shall be immediately due and payable as a mandatory prepayment without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred. In the Event that the aggregate balance of Revolving Advances outstanding to (i) Century at any time exceeds the Century Formula Amount at such time, or (ii) CBE at any time exceeds the CBE Formula Amount at such time, the excess amount of Revolving Advances shall be immediately due and payable by the appropriate Borrower(s) as a mandatory prepayment without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred. (b) Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), Advances in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during for each fiscal year of Borrowers (up to a maximum of one million dollars ($1,000,000) for any such prior Fiscal Quarterfiscal year) commencing with the fiscal year of Borrowers ending on December 31, until 1999, payable in two (2) equal installments on June 30 and August 31 of the following fiscal year (i.e. the first payment shall be due on June 30, 2000). Such prepayments shall be applied first, to the outstanding principal installments of the Term Loan is reduced in principal amount to $30,000,000, the inverse order of the maturities thereof and, thereaftersecond, to the remaining Advances in an amount equal such order as Agent may determine subject to twenty-five percent (25%) of Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. The Excess Cash Flow earned during for each fiscal year of Borrowers shall be determined based upon the financial statements relating to such prior Fiscal Quarterfiscal year delivered pursuant to Section 9.7 hereof. Notwithstanding clause (ii) above, in In the event that Parent issues equity securities pursuant such financial statements with respect to any fiscal year of Borrowers are not delivered on or prior to the contemplated PIPE date that any prepayment is due hereunder with respect to such fiscal year of Borrowers, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.10(b), subject to adjustment when such financial statements are delivered. The calculation made by Agent shall not be deemed a waiver of any rights Agent or enters into Lenders may have as a result of the failure by Borrowers to deliver such financial statements. Notwithstanding the foregoing, Borrowers shall not be required to make mandatory prepayments under this Section 2.10(b) at any similar transaction involving time after the sale or exchange of equity securities, debt or convertible debt of Parent subsequent Term Loan has been repaid in full. (c) All prepayments shall be accompanied by accrued interest on the principal being prepaid to the Closing Date, after Borrowers have caused date of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan to be reduced in principal amount to not less is made on a date other than $30,000,000 from the Net Cash Proceeds therefromlast Business Day of the then current Interest Period with respect thereto, Borrowers shall, to the extent provided shall indemnify Agent and Lenders therefor in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementaccordance with Section 3.2(e) hereof.

Mandatory Prepayment. (a) Subject to Section 2.11(g), not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the Loan until Paid outstanding Loans in Full at the following times and in the following amounts: accordance with Section 2.11(e); provided that, if (i) concurrently with Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt by any Loan Party of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (b) No later than the 10th day after the date on which the financial statements with respect to each fiscal year of Holdco are required to be delivered pursuant to Section 5.01(a) (commencing with the fiscal year ending December 31, 2014), the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate principal amount equal to (i) 50% of Excess Cash Flow for such fiscal year of Holdco, provided that, with respect to any fiscal year, such percentage shall reduce to (x) 25% if the Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 2.00 to 1.00 and (y) 0% if the Total Net Leverage Ratio is less than 2.00 to 1.00 minus (ii) the aggregate principal amount of all Loans voluntarily prepaid pursuant to Section 2.12 during such fiscal year. (c) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by any Group Member (other than any Indebtedness for money borrowed permitted pursuant to Section 6.03), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.11(e); provided, however that any such Indebtedness that is permitted under Section 6.03 but that is incurred pursuant to Section 2.22 shall be required to be applied to prepay the Loans in accordance with the terms thereof and of such Section 2.22. (d) Subject to Section 2.11(g), within five Business Days after any Net Cash Proceeds are received by or on behalf of any Group Member in respect of any Casualty Event, the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate amount equal to 100% of the Net Cash Proceeds; provided that if Holdco shall deliver to the Agent a certificate of a Financial Officer to the effect that (i) it intends to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Cash Proceeds to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group, (ii) the property acquired with such Net Cash Proceeds will be included in the Collateral at least to the extent that the property subject to the Casualty Event was included therein and (iii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (e) Subject to Section 2.11(g), mandatory prepayments of outstanding Loans shall be applied (i) on a pro rata basis to each then outstanding Class of Loans (except as otherwise contemplated by Section 2.11(g)) and (ii) to reduce future scheduled amortization in respect of the Classes of Loans so prepaid in direct order of maturity against the eight next scheduled installments of principal due in respect of such Loans until such installments have been repaid in full and, then, pro rata against the remaining scheduled installments of principal due in respect of such Loans until all such Loans have been repaid in full. (f) Any Lender may elect, by notice to the Agent within one Business Day after receiving notification from the Agent of any prepayment of its Loans pursuant to clauses (a) to Section 2.11(e) of this Section (other than any such prepayment required as a result of incurrence of any Indebtedness pursuant to Section 2.22), to decline its ratable share of such prepayment in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such declining Lender shall be re-offered to those Lenders (if any) who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all Lenders who initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Agent within one Business Day of receiving notification of such re-offer, to decline (in whole but not in part) the amount of such prepayment that is re-offered to them. To the extent that any Lender does not respond to the notice regarding such re-offer, such Lender shall be deemed to have accepted the amount so offered. Any such re-offered amounts that are so declined may be retained by the Borrower. (g) If at the time that any prepayment under Section 2.11(a) or Section 2.11(d) would be required, the Borrower is required to offer to repurchase any Indebtedness incurred under Section 6.03(b)(iii) that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of the applicable Asset Sale or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the applicable Loans and Other Applicable Indebtedness) to the prepayment of the applicable Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the applicable Loans that would have otherwise been required pursuant to Section 2.11(a) or Section 2.11(d), as applicable, shall be reduced accordingly. (h) In the event of any mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select Loans to be prepaid so that the aggregate amount of such prepayment is allocated to the Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class (except to the extent that any applicable Refinancing Term Loan Amendment or, to the extent permitted under Section 2.23, any Incremental Assumption Agreement for any Class of Loans provides that the Loans made pursuant thereto shall be entitled to less than pro rata treatment); provided, that any prepayment of Loans required as a result of the incurrence of Indebtedness pursuant to Section 2.22 shall be applied solely to each applicable Class or tranche of Loans to be Refinanced. (i) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.11, a certificate signed by a Financial Officer of setting forth in reasonable detail the calculation of the amount of such prepayment at least three Business Days prior to the date of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid determined in accordance with clause (e) above. All prepayments under this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (j) Notwithstanding any of the other provisions of this Section 2.11, so long as no Default or Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Loans is required to be made under this Section 2.11 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.11 in respect of any such Eurodollar Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder into a cash collateral account (which shall be on terms reasonably satisfactory to the Agent) until the last day of such Interest Period, at which time the Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.11. Upon the occurrence and during the continuance of any Default or Event of Default, the Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.11. (k) Notwithstanding any other provision of this Section 2.11, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.11(a) (a “Foreign Asset Sale”), the Net Cash Proceeds of any Casualty Event with respect to the assets or property of any Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.11(d) (a “Foreign Casualty Event”) or Excess Cash Flow of any Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay the Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow of any Foreign Subsidiary would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.11 (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower applies an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds from any issuance or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of its equity securities (other than equity securities additional taxes that are issued to (x) Parent, (y) management of Parent, would have been payable or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to reserved against if such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Proceeds or Excess Cash Flow earned during such prior Fiscal Quarterhad been repatriated (or, until the Loan is reduced in principal amount to $30,000,000if less, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted or Excess Cash Flow that would be calculated if received by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining such Foreign Subsidiary) or (y) such Net Cash Proceeds may be used by Borrower or Excess Cash Flow are applied to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention repayment of any terms Indebtedness of this Agreementa Foreign Subsidiary.

Mandatory Prepayment. Borrower (a) The Borrowers shall be required to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the upon receipt by any Loan Party of the Borrowers of Insurance Proceeds, as required pursuant to Sections 8.14(d)(ii) and (e) (Insurance and Condemnation Proceeds Accounts); (ii) upon receipt by any of the Borrowers of Condemnation Proceeds, as required pursuant to Sections 8.14(d)(ii) and (e) (Insurance and Condemnation Proceeds Accounts); (iii) upon receipt of any Net Cash Project Document Termination Payments, as required pursuant to Section 8.14(d)(ii) (Extraordinary Proceeds Account); and (iv) upon receipt of proceeds of any asset disposal (other than proceeds received from the sale of Products) that are not used for replacement in accordance with Section 7.02(f) (Negative Covenants - Asset Dispositions), as required pursuant to Section 8.14(c)(ii) (Extraordinary Proceeds Account). (b) The Borrowers shall be required to prepay the Term Loans and the Working Capital Loans: (i) on each Quarterly Payment Date, as required pursuant to Sections 8.08(c)(xi) and (xiii) (Revenue Account); provided, that such amounts will be applied first to the Tranche A Term Loans (until all amounts outstanding under the Tranche A Term Loans have been paid in full) and then to the Tranche B Term Loans; and (ii) on any DispositionQuarterly Payment Date, if the Historical Debt Service Coverage Ratio on such Quarterly Payment Date is less than 1.5:1, as required pursuant to Section 8.08(c)(xiv) (Revenue Account) and Section 8.13(b)(ii) (Prepayment Holding Account). (c) If at any time after any Plant has achieved its Commercial Operation Date a Borrowing Base Certificate demonstrates that the then-outstanding principal amount of the Working Capital Loans exceeds the then-effective Aggregate Working Capital Commitment or the then-applicable Working Capital Loan Availability, then the Borrowers shall, within three (3) Business Days following the delivery of such Borrowing Base Certificate, prepay the Working Capital Loans in the amount of such excess. (d) All prepayments under this Section 3.10 shall be made by the Borrowers to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (e) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(c)) shall be allocated by the Administrative Agent: (i) in the case only of prepayment made pursuant to Section 3.10(a) prior to the Conversion Date, first, pro rata between the Tranche A Loans and the Tranche B Loans based on their respective outstanding principal amounts on the date of such prepayment (and then pro rata between the In-Progress Plant 1 Construction Loans, the In-Progress Plant 2 Construction Loans, the Greenfield Plant 1 Construction Loans, the Greenfield Plant 2 Construction Loans and the Greenfield Plant 3 Construction Loans of each such Tranche then outstanding), second, in an amount equal to the Maximum Available Amounts under all Letters of Credit then outstanding, to a sub-account of the Working Capital Reserve Account as cash collateral to secure the repayment of any Working Capital Loans that may result from a draw on any such Net Cash ProceedsLetter of Credit, third, to the outstanding principal amount of the Working Capital Loans, and fourth, all remaining amounts shall be deposited into the Working Capital Reserve Account (up to an amount such that following such deposit, the Working Capital Reserve Account is fully funded to the then-current Working Capital Reserve Required Amount); andor (ii) concurrently with in the receipt by any Loan Party case of any Net Cash Proceeds from any issuance a prepayment made after the Conversion Date, first, to the Term Loans (except as otherwise provided in Section 3.10(b)(i)) pro rata between the Tranche A Loans and the Tranche B Loans based on their respective outstanding principal amounts on the date of its equity securities (other than equity securities that are issued to (x) Parentsuch prepayment and, (y) management in the event of Parent, or (z) to Persons that as a partial prepayment of the date hereof hold equity in Parent; butTerm Loans, without limitation to the remaining outstanding installments of principal of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end Term Loans of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30Tranche in inverse order of maturity, 2008)second, in an amount equal to fifty percent (50%) the Maximum Available Amounts under all Letters of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallCredit then outstanding, to the extent provided in and permitted by Working Capital LC Collateral Sub-Account as cash collateral to secure the Black Forest Subordination Agreementrepayment of any Working Capital Loans that may result from a draw on any such Letter of Credit, pay third, to the then outstanding principal amount of the Black Forest Note from any Working Capital Loans, and fourth, all remaining Net Cash Proceedsamounts shall be deposited in the Working Capital Reserve Account (up to an amount such that following such deposit, until it the Working Capital Reserve Account is paid in full, after which any remaining Net Cash Proceeds fully funded to the then-current Working Capital Reserve Required Amount). (f) Amounts prepaid pursuant to this Section 3.10 (other than with respect to the Working Capital Loans) may not be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreborrowed.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans and Mission Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than or equal to 2.5:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) any Loan Party Nexstar Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (xb), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) Parentor (u)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower (a) Borrowers shall (x) prepay the Term Loans (in the order set forth in Section 2.10.3) until paid in full and (y) thereafter repay the Revolving Loans, without a corresponding reduction in the Revolving Loan until Paid Commitment, in Full each case, at the following times and in the following amounts: (i) concurrently with the receipt by Holdings, any Loan Party Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with the receipt by Holdings, any Loan Party Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) ParentSponsor, (y) management of ParentHoldings, or (z) to Persons that as direct or indirect equity holders of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Holdings), in an amount equal to fifty percent 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities (50%other than in connection with a Qualified IPO to the extent such Net Cash Proceeds are applied to the Second Lien Obligations in accordance with Section 7.4(vi)(B)) and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities; (iii) within 5 days after the delivery of the Excess Cash Flow earned during such prior audited consolidated financial statements for each Fiscal QuarterYear (commencing with the Fiscal Year ending April 30, until the Loan is reduced in principal amount to $30,000,000, and, thereafter2016), in an amount equal to twenty-five percent (25%i) of the ECF Percentage multiplied by Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding clause Year minus (ii) aboveany voluntary prepayments of the Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year; (iv) concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in the event that Parent issues equity securities pursuant an amount equal to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to of such Extraordinary Receipt; and (v) concurrently with the extent provided in and permitted receipt by the Black Forest Subordination Agreement, pay the then outstanding principal amount any Borrower of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used from the issuance of Equity Cure Securities. Administrative Borrower shall give written notice or telephonic notice (followed immediately by Borrower written confirmation thereof) to prepay further the LoanAgent not later than noon New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, to repay Senior Debt or for any other corporate purpose not in contravention and Agent shall promptly notify each Lender of any terms of this Agreementsuch notice.

Mandatory Prepayment. (a) Subject to Section 2.11(g), not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the Loan until Paid outstanding Loans in Full at the following times and in the following amounts: accordance with Section 2.11(e); provided that, if (i) concurrently with Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt by any Loan Party of any Net Cash Proceeds from any DispositionAsset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash ProceedsProceeds that have not been so applied; and provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) concurrently and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (b) No later than the 10th day after the date on which the financial statements with respect to each fiscal year of Holdco are required to be delivered pursuant to Section 5.01(a) (commencing with the receipt by fiscal year ending December 31, 2014), the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate principal amount equal to (i) 50% of Excess Cash Flow for such fiscal year of Holdco, provided that, with respect to any Loan Party fiscal year, such percentage shall reduce to (x) 25% if the Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 2.00 to 1.00 and (y) 0% if the Total Net Leverage Ratio is less than 2.00 to 1.00 minus (ii) the aggregate principal amount of all Loans voluntarily prepaid pursuant to Section 2.12 during such fiscal year. (c) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by any issuance of its equity securities Group Member (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and any Indebtedness for avoidance of any doubt, inclusive of any equity securities issued money borrowed permitted pursuant to Section 6.03), the contemplated PIPE or Borrower shall, substantially simultaneously with (and in any similar offering whether to Persons that as event not later than the fifth Business Day next following) the receipt of the date hereof hold equity in Parent or otherwise) in such Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after 2.15, as the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008)case may be, in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause future and (ii) above, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in the event that Parent issues equity securities pursuant to the contemplated PIPE connection with any such designation or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementassignment.

Mandatory Prepayment. (i) 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 December 31, 2022 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 Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 50% of the following times Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year minus the following amounts:aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year. (iii) concurrently Subject to clause (vi) below, within ten (10) Business Days following any Disposition which qualifies as a Permitted Disposition pursuant to clauses (l), (m) and (n) of the definition thereof) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within two (2) Business Days following receipt of Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Subject to clause (vi) below, within ten (10) Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $1,000,000 in any Fiscal Year. (v) [Reserved]. (vi) Notwithstanding the foregoing, with respect Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Specified Extraordinary Receipts that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Event of Default under Section 9.01(a), 9.01(f) or 9.01(g) has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 Business Days after such Disposition, loss, destruction or taking, as the case may be (or such later date as approved by the Administrative Agent in its sole discretion), stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 150 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default under Section 9.01(a), 9.01(f) or 9.01(g), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; provided, further, that, in the case of any Net Cash Proceeds from any Dispositiona Permitted Disposition pursuant to clause (m) of the definition thereof, the Borrower shall have provided at least 20 Business Days’ notice thereof to the Administrative Agent (or such shorter period as the Administrative Agent may agree in an amount equal its sole discretion), and the right of the Borrower to use such Net Cash Proceeds; and (ii) concurrently with Proceeds as set forth above and not prepay the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued Obligations shall be subject to (x) Parent, (y) management of Parent, or (z) to Persons that as the prior written approval of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementAdministrative Agent.

Mandatory Prepayment. Borrower (i) Within ten (10) days of delivery to the Agent and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agent and the Lenders of the financial statements for the Fiscal Year ended December 31, 2006 or, if such financial statements are not delivered to the Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agent and the Lenders pursuant to Section 7.01(a)(ii), the Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant Term Loan (subject to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwisesubsection (c)(vi) below) in an amount equal to 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iiiii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Term Loan in an amount equal to fifty percent 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (50%and not paid to the Agent as a prepayment of the Term Loan) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) (A) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d) and (e) of the Excess Cash Flow earned during such prior Fiscal Quarterdefinition of Permitted Indebtedness), until the Borrowers shall prepay the outstanding amount of the Term Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided received by such Person in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementconnection therewith.

Mandatory Prepayment. Borrower (i) No later than April 22 of each calendar year, the Borrowers shall (A) if the Leverage Ratio of the Parent and its Subsidiaries for the trailing 4 fiscal quarter period ending on the December 31 which occurs immediately prior to each such April 22 (the "Reference Date") is greater than 3.00:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Excess Cash, or (B) if the Leverage Ratio of the Parent and its Subsidiaries for the trailing 4 fiscal quarter period ending on the Reference Date is less than or equal to 3.00:1.00, 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. (ii) No later than 3 Business Days following any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries of any of Term Loan Priority Collateral or ABL Priority Collateral (other than to the extent the Net Cash Proceeds of such ABL Priority Collateral are required to be applied to the ABL Facility Indebtedness pursuant to the terms of the ABL Agreement and are so applied), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in Full at any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) No later than 3 Business Days following the following times and issuance or incurrence by any Loan Party or any of its Subsidiaries of (A) any Indebtedness (other than Permitted Indebtedness) or (B) an Equity Issuance (other than any Excluded Equity Issuances, including, without limitation, clause (d) of the definition of Excluded Equity Issuances), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided, that, notwithstanding the foregoing, up to $5,000,000 in the following amounts:aggregate in any Fiscal Year of the Net Cash Proceeds from any Equity Issuance shall not be required to be so used to prepay the Obligations so long as the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03 after giving effect to such Equity Issuance. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iiv) concurrently with No later than 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts in respect of any Term Loan Priority Collateral or ABL Priority Collateral (other than to the extent the Net Cash Proceeds from any Disposition, in an amount equal of such ABL Priority Collateral are required to such Net Cash Proceeds; and (ii) concurrently with be applied to the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued ABL Facility Indebtedness pursuant to the contemplated PIPE or any similar offering whether to Persons that as terms of the date hereof hold equity ABL Agreement and are so applied), the Borrowers shall prepay the outstanding principal of the Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in capital assets used or useful in the business of the Loan Parties which may (but are not required to) be a replacement, restoration or repair of the properties or assets in respect of which such Net Cash Proceeds were received, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 10 Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to reinvest in capital assets used or useful in the business or the Loan Parties or to replace, repair or restore properties or assets in respect of which such Net Cash Proceeds were received within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. (a) The Borrower shall be required to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the within three (3) Business Days of receipt by the Borrower of any Loan Party Project Document Termination Payments, an amount equal to such Project Document Termination Payments; (ii) within three (3) Business Days of receipt by the Borrower of any Condemnation Proceeds, an amount equal to such Condemnation Proceeds; (iii) within three (3) Business Days of receipt by the Borrower of any Insurance Proceeds, an amount equal to such Insurance Proceeds; (iv) within three (3) Business Days of receipt by the Borrower of any Net Cash Proceeds from (not constituting Insurance Proceeds or Condemnation Proceeds) of any Disposition, in Disposition (including the sale of all or substantially all the assets of the Borrower) an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iiiv) within forty-five one (451) days after the end Business Day of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) receipt of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromderived from the following occurrence, Borrowers shallif at any time prior to the repayment in full of all Obligations, including subsequent to the confirmation of any reorganization plan, the Borrower, any trustee, any examiner with enlarged powers or any responsible officer subsequently appointed, shall incur Indebtedness in violation of the terms of the Interim Order, the Final Order or this Agreement. (b) All prepayments under this Section 3.08 shall be made by the Borrower to the Administrative Agent for the account of the Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (c) Amounts of principal prepaid under this Section 3.08 shall be allocated by the Administrative Agent first, to the extent provided payment of all costs, fees, expenses and indemnities then due and payable to the Senior Secured Parties, including fees and expenses of attorneys and Consultants reimbursable hereunder; second, to the payment of all accrued and unpaid interest then due and payable on the Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment; third, to the payment of principal of Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment and a corresponding reduction in the Commitments; fourth, to the payment of all accrued and permitted by unpaid interest then due and payable on the Black Forest Subordination AgreementLoans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; fifth, pay to the payment of principal of Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; and sixth, to the XX Xxxx Collateral Sub-Account in an amount up to the Maximum Available Amounts under all Letters of Credit then outstanding principal amount of as cash collateral to secure the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention repayment of any terms Loans that may result from a draw on any such Letter of Credit. (d) Amounts prepaid pursuant to this AgreementSection 3.08 may not be reborrowed.

Mandatory Prepayment. Borrower (a) Within five (5) Business Days of the consummation of any Qualifying Debt Transaction, the Issuers shall prepay cause to be applied an amount equal to the Loan until Paid Sterling Equivalent of 80.0% of the total gross proceeds raised in Full respect of such Qualifying Debt Transaction against prepayment of any accrued and unpaid interest on, and outstanding principal amount, of this Note, together with the Future Loss Payoff Amount; provided that GFI and its Subsidiaries shall be entitled to retain and exclude from the calculation and prepayment requirement above an amount (the “Retained QDT Proceeds”) from all Qualifying Debt Transactions since the Issue Date not exceeding in the aggregate the sum of (A) the lesser of (x) $750,000,000 (or its dollar equivalent) and (y) the amount of such total gross proceeds that (1) are used or will be used to repay GHI’s then outstanding 7.200% Senior Notes due 2021 and 7.625% Senior Notes due 2021, (2) are used or will be used to pay reasonable fees (including discounts, premiums and commissions), expenses, interest and other costs related to such Qualifying Debt Transaction or the payoff of such Senior Notes and (3) are used or will be used to fund such other uses in a manner substantially consistent with the uses described by the Issuers to the Holder in writing prior to the Issue Date (including any reserves established for any such uses) plus (B) the amount of any applicable Required Retention Amount; provided, further that in connection with any amounts constituting Retained QDT Proceeds, (x) at the following times time of such determination no Event of Default has occurred and is continuing (or would result therefrom) and (y) the Administrative Issuer has, on or prior to the date of consummation of any Qualifying Debt Transaction, delivered a certificate signed by a Senior Officer of the Administrative Issuer to the Holder with supporting evidence in reasonable detail as to the calculation of the Retained QDT Proceeds, including amounts retained pursuant to clause (A) above and the Required Retention Amount set forth in clause (B) above and certifying that an amount equal to the Required Retention Amount shall be contributed to GMICO to avoid a capital deficiency giving rise to the Required Retention Amount. It is understood and agreed that to the extent the Issuers or any of their Subsidiaries no longer need or intend in good faith to so apply any amounts constituting Retained QDT Proceeds pursuant to clause (A)(y) or clause (B) above for the uses set forth therein (including any such amounts held or reserved for such uses), such amounts no longer so needed or intended to be so applied shall be subject to prepayment pursuant to the calculation set forth in this clause (a) within five (5) Business Days of such determination without giving regard to the previous retention of Retained QDT Proceeds by such amount. (b) Within five (5) Business Days of the consummation of any Qualifying Equity Transaction, the Issuers shall cause to be applied an amount equal to the Sterling Equivalent of 100% of the total Net Cash Proceeds raised in respect of such Qualifying Equity Transaction against prepayment of any accrued and unpaid interest on and outstanding principal amount of this Note, together with the Future Loss Payoff Amount; provided that GFI and its Subsidiaries shall be entitled to retain an amount (the “Retained QET Net Proceeds”) from all Qualifying Equity Transactions since the Issue Date not exceeding in the aggregate the sum of (A) the lesser of (x) $475,000,000 less the U.S. Dollar Equivalent Amount of the Specified Sale Holdback Amount (which for purposes of this Section 6.2(b), shall be the equivalent amount of US Dollars determined on the basis of the contractual rate which the Note Parties were able to obtain for exchanges from AUD to US Dollars as of the Trade Date (as defined in the Block Trade Sale Agreement) as has been certified to the Holder by the Administrative Issuer pursuant to Section 6.2(f)(i)) and (y) the amount of such proceeds that (1) are used or will be used to repay GHI’s then outstanding 7.200% Senior Notes due 2021 and 7.625% Senior Notes due 2021, (2) are used or will be used to pay reasonable fees (including discounts, premiums and commissions), expenses, interest and other costs related to the payoff of such Senior Notes and (3) without duplication of the amounts netted pursuant to the definition of Net Cash Proceeds, are used or will be used to fund such other uses in a manner substantially consistent with the uses described by the Issuers to the Holder in writing prior to the Issue Date (including any reserves established for any such uses) plus (B) the amount of any applicable Required Retention Amount; provided, further that in connection with any amounts constituting Retained QET Net Proceeds, (x) at the time of such determination no Event of Default has occurred and is continuing (or would result therefrom) and (y) the Administrative Issuer has, on or prior to the date of consummation of any Qualifying Equity Transaction, delivered a certificate signed by a Senior Officer of the Administrative Issuer to the Holder with supporting evidence in reasonable detail as to the calculation of the Retained QET Net Proceeds, including amounts retained pursuant to clause (A) above and the Required Retention Amount set forth in clause (B) above and certifying that an amount equal to the Required Retention Amount shall be contributed to GMICO to avoid a capital deficiency giving rise to the Required Retention Amount. It is understood and agreed that to the extent the Issuers or any of their Subsidiaries no longer need or intend in good faith to so apply any amounts constituting Retained QET Net Proceeds pursuant to clause (A)(y) or clause (B) above for the uses set forth therein (including any such amounts held or reserved for such uses), such amounts no longer so needed or intended to be so applied shall be subject to prepayment pursuant to the calculation set forth in this clause (b) within five (5) Business Days of such determination without giving regard to the previous retention of Retained QET Net Proceeds by such amount. (c) Immediately upon the occurrence of a Change of Control (or, in the case of clauses (b) and (c) of the definition thereof, within five (5) Business Days), the Issuers shall repay the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon, and all other outstanding Obligations (including, for the avoidance of doubt, the Future Loss Payoff Amount). (d) Upon the consummation or completion of the China Oceanwide Acquisition and solely to the extent that the China Oceanwide Acquisition results in at least $1,500,000,000 of capital contributions of which GFI and/or any of the Note Parties or their respective Subsidiaries is in receipt or possession, the Issuers shall, as promptly as practicable in light of the Note Parties’ then existing liquidity needs (as determined by the Note Parties in good faith) after such receipt or possession and in any event by June 30, 2022, cause to be applied such sums against prepayment in full of any accrued and unpaid interest on and all outstanding principal amount of this Note, together with the following amountsFuture Loss Payoff Amount. (e) Subject to and without duplication of any amounts required to be paid under Section 6.2(a) and (b) above (it being understood, for the avoidance of doubt, that any dividends or other distributions made out of the proceeds of any Qualifying Debt Transaction or Qualifying Equity Transaction shall not give rise to any mandatory prepayment under this clause (e), so long as mandatory payments are made to the extent required under Section 6.2(a) and (b) above), within five (5) Business Days of: (i) concurrently (x) receipt of any dividends or other distributions in respect of any GMHI Owned Shares (including any GMHI Pledged Shares) by any Note Party (which will be deemed to be a pro rata dividend or distribution on all GMHI Owned Shares (including any GMHI Pledged Shares) whether or not in fact such dividend or distribution is pro rata), or (y) receipt by GFI or any of Subsidiaries (other than members of the GMHI Group) of any proceeds of (1) any intercompany loan, note or advance made from a member of the GMHI Group or (2) the payment or prepayment by a member of the GMHI Group on any intercompany loan, note or advance (whether by way of payment of principal or interest) made by GFI or any Subsidiaries (other than members of the GMHI Group) to a member of the GMHI Group, the Issuers shall cause to be applied an amount equal to the Sterling Equivalent of 100% of the cash proceeds of such dividend, distribution, or amounts in respect of any intercompany note or advance (as if such amounts in respect of such intercompany note or advance were a pro rata distribution on all GMHI Owned Shares (including the GMHI Pledged Shares)) against prepayment of any accrued and unpaid interest on and outstanding principal amount of this Note, together with the receipt by Future Loss Payoff Amount; (ii) any Loan Party of GMHI Distribution Equivalent Transaction that is not otherwise subject to subclause (i) above, the Note Parties shall be deemed to have received a pro rata distribution on all GMHI Owned Shares (including any Net Cash Proceeds from any Disposition, GMHI Pledged Shares) in cash in an amount equal to the Sterling Equivalent of 100% of the value of such GMHI Distribution Equivalent Transaction, and the Issuers shall cause to be prepaid in cash in the amount of such deemed distribution any accrued and unpaid interest on and outstanding principal amount of this Note, together with the Future Loss Payoff Amount; provided, that notwithstanding any requirement to make any payments referred to in clauses (e)(i) and (e)(ii) above, so long as no Event of Default has occurred and is continuing (or would result therefrom), GFI and its Subsidiaries shall be entitled (x) in the case of clause (e)(i)(x) above, to retain proceeds of dividends or other distributions attributable after giving effect to any pro rata allocation to the GMHI Owned Shares (other than the GMHI Pledged Shares), and not pay to the Holder, and (y) in the case of clause (e)(i)(y) and (e)(ii) above, with respect to the amounts attributable to the GMHI Owned Shares (excluding the GMHI Pledged Shares), to not pay to the Holder, in an aggregate amount across clauses (x) and (y) retained and/or not paid over not exceeding $50,000,000 (or the equivalent thereof) in each of the fiscal years ending December 31, 2021 and December 31, 2022. (f) Within five (5) Business Days of: (i) the Specified Sale by any Note Party, the Issuers shall cause to be applied an amount equal to the Sterling Equivalent of the Required Prepayment Amount of the Net Cash Proceeds received by or on behalf of the Note Parties in respect of the Specified Sale (including, for the avoidance of doubt, any “Advance Amount” as defined in the Block Trade Sale Agreement) (any such Net Cash Proceeds received in respect of the Specified Sale, the “Specified Sale Proceeds”) against prepayment of any accrued and unpaid interest on and outstanding principal amount of this Note; provided that, for purposes of this clause (f)(i), the “Required Prepayment Amount” shall be determined as follows: (A) with respect to the first $200,000,000 of the Specified Sale Proceeds received by or on behalf of the Note Parties, the Required Prepayment Amount shall equal 100% of the Specified Sale Proceeds; (B) with respect to the Specified Sale Proceeds in excess of $200,000,000 in the aggregate received by or on behalf of the Note Parties, but not in excess of $275,000,000, the Required Prepayment Amount shall equal 0% of the Specified Sale Proceeds (and, for the avoidance of doubt, GFI and its Subsidiaries shall be entitled to retain the Specified Sale Proceeds referred to this in this clause (B) and not pay such amounts over to Holder); and (iiC) concurrently with respect to the receipt Specified Sale Proceeds in excess of $275,000,000 in the aggregate received by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as on behalf of the date hereof hold equity in Parent; butNote Parties, without limitation the Required Prepayment Amount shall equal 50% (and, for the avoidance of doubt, GFI and its Subsidiaries shall be entitled to retain 50% of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant Specified Sale Proceeds referred to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding this clause (iiC) above, in the event that Parent issues equity securities pursuant and not pay such amounts over to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.Holder)

Mandatory Prepayment. (i) Within 5 Business Days after the delivery to the Agents and the Lenders of 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 first Fiscal Year ending after the Amendment Closing Date 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 Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full accordance with Section 2.05(d) in an amount equal to the amount by which (x) the aggregate amount of the cash and Cash Equivalents on-hand at Holdings, the following times Borrower and its Restricted Subsidiaries as of the last day of such Fiscal Year exceeds (y) $100,000,000. (ii) Within 5 Business Days (or, in the following amounts: case of any application pursuant to clause (A) of this clause (ii), within 30 days) after any Sale and Leaseback Transaction or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) concurrently (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (j) of the definition of “Permitted Disposition”) by any Loan Party or its Restricted Subsidiaries (other than Sale and Leaseback Transactions and Dispositions resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single Sale and Leaseback Transaction or Disposition), the Borrower shall (A) on or prior to the occurrence of the Delayed Draw Term Loan Commitment Termination Date, apply such Net Cash Proceeds to repurchase, redeem, defease or discharge the Senior Secured Notes in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Sale and Leaseback Transaction or Disposition, as applicable and (B) after the occurrence of the Delayed Draw Term Loan Termination Date, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Sale and Leaseback Transaction or Disposition, as applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Restricted Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable. (iii) Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days (or, in the case of any application pursuant to clause (A) of this clause (iv), within 30 days) after the receipt by any Loan Party or any of its Restricted Subsidiaries of any Extraordinary Receipts (other than any casualty or condemnation event resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single casualty or condemnation event), the Borrower shall (A) on or prior to the occurrence of the Delayed Draw Term Loan Commitment Termination Date, apply such Net Cash Proceeds to repurchase, redeem, defease or discharge the Senior Secured Notes in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) after the occurrence of the Delayed Draw Term Loan Termination Date, prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Restricted Subsidiaries in connection with the receipt of Net Cash Proceeds of a Disposition or the receipt of Net Cash Proceeds in respect of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required, after the occurrence of the Delayed Draw Term Loan Commitment Termination Date, to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), respectively, shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used, at the election of the Borrower, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and 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) (a “Permitted Use”); provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 Business Days after the receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used for a Permitted Use within a period specified in such certificate not to exceed twelve months after the date of receipt of such Net Cash Proceeds (or within a period of six months thereafter if by the end of such initial twelve-month period the Borrower or one or more Restricted Subsidiaries shall have entered into a binding and enforceable agreement with a third party to effect a Permitted Use), which certificate shall set forth estimates of the Net Cash Proceeds to be so expended, (C) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable and (D) if, as of the last day of the most recently ended Fiscal Quarter, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is greater than 2.00 to 1.00, then the aggregate amount of Net Cash Proceeds applied to Permitted Uses in accordance with this clause (v) for the period beginning on the last day of such Fiscal Quarter and ending on the last day of the fourth Fiscal Quarter ending thereafter shall not exceed $25,000,000; provided that the limitation in this clause (D) shall (x) cease to apply with respect to such period of four consecutive Fiscal Quarters if, on the last day of any subsequent Fiscal Quarter ending during such period, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is less than or equal to 2.00 to 1.00, and the limitation in this clause (D) shall not subsequently apply to any period of four consecutive Fiscal Quarters unless the condition specified in this clause (D) occurs and (y) not prevent any Loan Party or Restricted Subsidiary from giving effect to any such application for a Permitted Use to which such Loan Party or Restricted Subsidiary committed if, at the time of such commitment, such Loan Party or Restricted Subsidiary would have been permitted to apply the Net Cash Proceeds for such Permitted Use without violating this clause (D). (vi) Notwithstanding any other provisions of this Section 2.05, (A) to the extent that any or all of the Net Cash Proceeds or, in the case of clause (i) of this Section 2.05, other cash amounts attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being distributed to the Borrower, the portion of such Net Cash Proceeds or other cash amounts so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Loan Party (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of such affected Net Cash Proceeds or other cash amounts that, in each case, would otherwise be required to be used to prepay Loans pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, is permitted under the applicable local law to be distributed to any Loan Party, such distribution will be promptly made and such distributed Net Cash Proceeds or other cash amounts will be promptly (and in any event not later than two Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to the applicable clause of this Section 2.05 and (B) to the extent that the Borrower has determined in good faith that distribution to the Borrower of any of or all the Net Cash Proceeds or other cash amounts attributable to Foreign Subsidiaries would have material adverse tax consequences to the Borrower and its Restricted Subsidiaries, such Net Cash Proceeds or other cash amounts so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), to the extent that within 12 months of the applicable prepayment event, the repatriation to the Borrower of any Net Cash Proceeds from or other cash amounts attributable to any Dispositionsuch Foreign Subsidiary would no longer have material adverse tax consequences, in such Foreign Subsidiary shall promptly repatriate an amount equal to such Net Cash Proceeds; and (ii) concurrently with Proceeds or such other cash amounts, less applicable tax paid by the receipt by Borrower or any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Restricted Subsidiaries in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallrespect thereof, to the extent provided in and permitted by Administrative Agent, which amount shall be applied to the Black Forest Subordination Agreement, pay the then outstanding principal amount pro rata prepayment of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Loans in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of accordance with this AgreementSection 2.05.

Mandatory Prepayment. Borrower (i) 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 December 31, 2022, 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to (A) if the following times Leverage Ratio of the Parent and in its Subsidiaries as of the following amounts:last day of such Fiscal Year is greater than or equal to 2.75 to 1.00, 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Fiscal Year is less than 2.75 to 1.00, 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (k) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed for all such Dispositions $1,500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness, including, for the avoidance of doubt, CARES Act Indebtedness, CEBA Indebtedness and/or HASCAP Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuance and the Amendment No. 2 Equity Contribution), the Borrowers shall prepay the outstanding amount of (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith to the extent that (A) the aggregate amount of Extraordinary Receipts under clauses (c) (other than with respect to business interruption insurance) or (e) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed $1,500,000 in any Fiscal Year and (B) the aggregate amount of Extraordinary Receipts under clauses (a), (b), (c) (but only with respect to business interruption insurance), (d), (f) or (g) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed $5,000,000 over the term of this Agreement. (iiiv) within forty-five Immediately upon receipt by the Borrowers of the proceeds of any (45A) days after the end of each Fiscal Quarter Permitted Cure Equity pursuant to Section 9.02 or (commencing with the Fiscal Quarter ending September 30, 2008B) Capex Equity Contribution pursuant to Section 7.03(a), the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that would otherwise be required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 2,500,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Administrative Borrower delivers a certificate to the Agents within 5 days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) The Administrative Borrower shall provide written notice to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementthe Agents by 12:00 noon (New York City time) one Business Day prior to each mandatory prepayment hereunder.

Mandatory Prepayment. Borrower (i) The Borrowers will promptly (and in any event within two (2) Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Total Revolving Credit Commitment, to the full extent of any such excess. (ii) [Intentionally Omitted]. (iii) [Intentionally Omitted]. (iv) Within five (5) Business Days of delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2020 (or, if such financial statements are not delivered to the Agents on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), five (5) Business Days after the date such statements are required to be delivered to the Agents pursuant to Section 7.01(a)(ii)), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with clause (d) below in an amount equal to the following times result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year (provided, that Excess Cash Flow for the following amounts:Fiscal Year ended on December 31, 2020 shall be calculated for the period commencing on the Effective Date and ending on December 31, 2020), minus (2) the amount of any voluntary prepayments of the Term Loans made during such Fiscal Year, minus (3) the amount of any voluntary prepayments of the Revolving Loans accompanied by a permanent reduction or termination of the Total Revolving Credit Commitment during such Fiscal Year. (iv) concurrently Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (other than a Disposition pursuant to clauses (b), (c), (d), (f), (x) , (x), (x), (x) and (k) of the definition of “Permitted Disposition”) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the extent that the aggregate amount thereof received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year; provided, that the Loan Parties shall not be required to prepay the outstanding principal of the Loans in connection with the receipt of any Extraordinary Receipts with respect to the Club Ready Settlement in an aggregate amount not to exceed $2,000,000. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Disposition, in an amount equal all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets used in the Parent’s and its Subsidiaries’ business, provided that, (iiA) concurrently with no Event of Default has occurred and is continuing on the receipt by any Loan Party of any date such Person receives such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, (yB) management the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after the receipt of Parentsuch Net Cash Proceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are (1) deposited in an account of a Loan Party listed on Schedule 6.01(v) or (z2) used to Persons that prepay the Revolving Loans so long as a reserve is established in the amount of such prepayment which reserve shall be released only upon the reinvestment of such proceeds in accordance with the terms of this clause (viii), and (D) upon the earlier of (1) the expiration of the date hereof hold equity period specified in Parent; butthe relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, without limitation such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable. (ix) Within three (3) Business Days after receipt by the Borrowers of the foregoing, and for avoidance proceeds of any doubt, inclusive Permitted Cure Equity pursuant to Section 9.02 in respect of any equity securities issued pursuant to noncompliance with the contemplated PIPE or any similar offering whether to Persons that as financial covenant set forth in Section 7.03, the Borrowers shall prepay the outstanding principal amount of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementproceeds.

Mandatory Prepayment. Borrower (i) Allied Systems will, upon demand by the Administrative Agent (which demand may be made by the Administrative Agent or be required to be made at the request of the Required Lenders or the Required Revolving Lenders), immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, Allied Systems shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after Allied Systems shall have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, Allied Systems shall provide cash collateral to the Administrative Agent in an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to Allied Systems, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) Allied Systems will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2003 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)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), Allied Systems shall prepay the outstanding principal amount of the Loans in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, provided, however, that any payments required to be made under this paragraph (c)(iv) shall be applied as set forth in Section 2.05(d). Notwithstanding the foregoing provisions, if the excess of (AA) the Borrowing Base over (BB) the sum of the aggregate outstanding principal amount of all Revolving Loans and all Letter of Credit Obligations would be less than $15,000,000 immediately after giving effect to any prepayment required under this paragraph (c)(iv) (the amount by which such excess is less than $15,000,000, the "Availability Deficiency"), Allied Systems shall not be required to make any prepayment required under this paragraph (c)(iv) to the extent such payment results in an Availability Deficiency and the Administrative Agent shall establish a reserve against the Borrowing Base in an amount equal to the amount that would have otherwise been payable by Allied Systems pursuant to this paragraph (c)(iv), with such prepayment amounts to be paid and such corresponding amount of the Borrowing Base reserve to be reduced from time to time if, immediately after giving effect thereto, no Availability Deficiency would exist. (v) Within one (1) Business Day following any Disposition (including any Disposition of the Capital Stock or assets of any Axis Entity) by any Loan until Paid Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in Full at an amount equal to 100% of the following times and Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the Net Cash Proceeds received exceeds (A) $25,000 in any individual Disposition or (B) $1,000,000 in the following amounts:aggregate for all Dispositions occurring after the Effective Date. Nothing contained in this paragraph (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c). Any payments required to be made under this paragraph (v) shall be applied as set forth in Section 2.05(d). (vi) Within one (1) Business Day following the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (g), (h), (i), (j) concurrently and (k) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than in connection with Capital Stock issued pursuant to the Parent's employee stock purchase plans or long term incentive plans), the Borrowers shall prepay the outstanding amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this paragraph (c)(vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this paragraph (c)(vi) shall be applied as set forth in Section 2.05(d). (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts after the Effective Date in excess of $200,000 in any one instance or $500,000 in the aggregate, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this paragraph (c)(vii) shall be applied as set forth in Section 2.05(d). (viii) Simultaneously with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from foreign, United States, state or local tax refund (other than tax refunds received prior to the first anniversary of the Effective Date) in excess of $200,000 in any Dispositionone instance or $500,000 in the aggregate, the Borrowers shall prepay the outstanding amount of the Loans in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as 100% of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarternet proceeds received. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan Any payments required to be reduced made under this paragraph (c)(viii) shall be applied as set forth in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(d).

Mandatory Prepayment. (i) 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 June 30, 2022 (provided that the amount of Excess Cash Flow for the Fiscal Year ended June 30, 2022 shall be limited to such Excess Cash Flow for the portion of such Fiscal Year commencing on the Effective Date through June 30, 2022) 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 Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 50.0% of the Excess Cash Flow of the Borrower and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iiiii) within forty-five Immediately upon any Disposition (45) days after the end of each Fiscal Quarter excluding Dispositions which qualify as Permitted Dispositions under clauses (commencing with the Fiscal Quarter ending September 30, 2008a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection with such Disposition to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used received by Borrower all Loan Parties and their Subsidiaries (and not paid to prepay further the Loan, to repay Senior Debt or Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any other corporate purpose not Fiscal Year. Nothing contained in contravention of any terms of this Agreement.-55- 939843v.13

Mandatory Prepayment. Borrower (i) Within five (5) Business Days of the date of the delivery to the Agents of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents of the financial statements for the Fiscal Year ended December 31, 2022 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to (1) (x) 75% of the following times Excess Cash Flow of the Parent and its Subsidiaries for each such Fiscal Year, if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is greater than or equal to 2.50:1.00 or (y) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for each such Fiscal Year, 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, minus (2) the aggregate principal amount of all voluntary payments made by the Borrowers pursuant to Section 2.05(b) for each such Fiscal Year; provided, that, prepayments of the Loans from Excess Cash Flow under this Section 2.05(c)(i) shall only be required to the extent that such amounts exceed $1,000,000 in any Fiscal Year (it being agreed for purposes of this Section 2.05(c)(i) that all calculations made with respect to the following amounts:Fiscal Year ending December 31, 2022, shall take into account the results of operations of the Parent and its Subsidiaries for the period beginning on April 1, 2022 and ending on December 31, 2022). (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $1,000,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party 128498985v11 or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) hereof. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) [reserved]. (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionCasualty Event Proceeds, in an the Borrowers shall prepay the outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith, to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such events $1,000,000 in any Fiscal Year. (iiivi) within forty-five (45Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Casualty Event Proceeds that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(v), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 5,000,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Casualty Event Proceeds shall not be required to be so used to prepay the Obligations to the extent provided that such Net Cash Proceeds are used to acquire, improve, replace, repair, or restore or purchase properties or assets (other than current assets) used in and permitted by such Person’s business (or, in the Black Forest Subordination Agreementcase of Casualty Event Proceeds from business interruption insurance policies and/or cyber insurance policies, pay to operate the then outstanding principal amount business of the Black Forest Note from any remaining Loan Parties); provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, until it is paid in full, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within five (5) days after which any remaining the receipt of such Net Cash Proceeds from such Disposition or loss, destruction or taking, or receipt of such Casualty Event Proceeds, as the case may be, stating that such Net Cash Proceeds or such Casualty Event Proceeds shall be used by Borrower to acquire, improve, replace, repair or restore or purchase properties or assets used in such Person’s business (or, in the case of Casualty Event Proceeds from business interruption insurance policies and/or cyber insurance policies, to operate the business of the Loan Parties); within a period specified in such certificate not to exceed 180 days (or 225 days if a commitment pursuant to a binding agreement for such reinvestment is entered into within such 180 day period) after the date of receipt of such Net Cash Proceeds or Casualty Event Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds or Casualty Event Proceeds to be so expended), (C) such Net Cash Proceeds or Casualty Event Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, such Net Cash Proceeds or Casualty Event Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(v) as applicable.

Mandatory Prepayment. (i) Contemporaneously with the delivery to the Administrative Agent and the Lenders of audited annual financial statements pursuant to Section 5.1(a), commencing with the delivery to the Administrative Agent and the Lenders of the financial statements for the Fiscal Year ended June 30, 2020, or, if such financial statements are not delivered to the Administrative Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 5.1(a), on the date such statements are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(a), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.5(d) in an amount equal to 75.0% of the following times Excess Cash Flow of the Borrower and in the following amounts:its Subsidiaries for such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (b), (c), (d), (f), (g), (h), (i), (j), (k), (l), (m) concurrently or (o) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.5(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with (A) a Disposition of Term Priority Collateral and (B) a Disposition of ABL Priority Collateral (other than to the extent any such proceeds of ABL Priority Collateral are required to be applied to the ABL Obligations pursuant to the terms of the ABL Agreement and are so applied). Nothing contained in this Section 2.5(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.4. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.5(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided, however, the Borrower shall not be obligated to prepay the Loans, and shall be permitted to retain, up to $15,000,000 of Net Cash Proceeds of such Equity Issuances for working capital and general corporate purposes. The provisions of this Section 2.5(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.5(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with (A) any Extraordinary Receipts in respect of Term Priority Collateral and (B) any Extraordinary Receipts in respect of ABL Priority Collateral (other than to the extent any such proceeds of ABL Priority Collateral are required to be applied to the ABL Obligations pursuant to the terms of the ABL Agreement and are so applied). (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.5(c)(ii) or Section 2.5(c)(iv), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall, (C) such Net Cash Proceeds are deposited in an account subject to a Control Account Agreement and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.5(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.5(c)(iv) as applicable.

Mandatory Prepayment. First, any outstanding Advances of a Class shall be prepaid, and second, if any Commitments of a Class are outstanding and no Advances of such Class are outstanding on (or such Advances of such Class have been prepaid as of) the applicable date, the Commitments of such Class shall be reduced, in each case, on a Sterling-for-Sterling basis (or in the case of prepayments, made in accordance with Section 2.13 and, for the avoidance of doubt, in the same currency as the original Advance) (with amounts received in non-Sterling (or if applicable, non-Dollar) currencies to be converted by the Borrower shall prepay to Sterling (or if applicable, Dollars) for purposes of this calculation based upon foreign exchange rates actually received, in the Loan until Paid case of a prepayment (or that would actually be received, in Full at the following times case of a Commitment reduction) by the Borrower acting in good faith and in the following amounts: (i) concurrently a commercially reasonable manner in consultation with the Administrative Agent) within three Business Days of (in the case of a prepayment of Advances) or on the date of (in the case of a reduction of Commitments) receipt by any Loan Party the Consolidated Group of any Net Cash Proceeds (or in the case of clause (i)(y) below, commitments) referred to in this paragraph (d): (i) (x) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from the incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of such entities, (B) borrowings under AbbVie’s Existing Credit Agreement or any Disposition, revolving facility in replacement thereof in an amount equal up to such $4,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper and refinancings thereof, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business, (G) other Debt in an amount not to exceed $4,000,000,000 in the aggregate to the extent the Net Cash Proceeds; andProceeds of such indebtedness are utilized to refinance AbbVie’s Existing Public Notes and (H) other Debt in an amount not to exceed $3,000,000,000 in the aggregate) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the fully documented conditions to availability and drawing of the New Term Loan Facility are no more restrictive to the borrower thereunder than the conditions to availability and drawing the Advances); (ii) concurrently with from 100.0% of the receipt by any Loan Party of any Net Cash Proceeds actually received from any the issuance of its equity securities any Equity Interests by the Consolidated Group (other than equity securities that are issued (A) issuances pursuant to (x) Parentemployee stock plans or other benefit or employee incentive arrangements, (yB) management of Parent, issuances among the Consolidated Group or (zC) to Persons that as of issuances in connection with the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant purchase price payable with respect to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash ProceedsAcquisitions); and (iii) within forty-five (45) days after the end from 100.0% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromactually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among such entities and (B) Asset Sales, Borrowers shallthe Net Cash Proceeds of which do not exceed $20,000,000 in any single transaction or related series of transactions or $250,000,000 in the aggregate). All mandatory prepayments or Commitment reductions (a) in respect of the issuance of senior notes and/or mandatorily convertible securities and/or hybrid equity or Equity Interests shall be applied first to Tranche 1 Advances and Tranche 1 Commitments, second to Tranche 2 Advances and Tranche 2 Commitments and third to Xxxxxxx 0 Xxxxxxxx xxx Xxxxxxx 0 Xxxxxxxxxxx, (x) in respect of the incurrence of New Term Loans shall be applied first to Tranche 2 Advances and Tranche 2 Commitments, second to Tranche 1 Advances and Tranche 1 Commitments and third to Tranche 3 Advances and Tranche 3 Commitments, and (c) in respect of other mandatory prepayments or commitment reductions described in this clause (d) shall be applied first ratably to Tranche 1 Advances and Tranche 1 Commitments and Tranche 2 Advances and Tranche 2 Commitments and second to Tranche 3 Advances and Tranche 3 Commitments. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata among the Lenders of the applicable Class of Advances (or, if applicable, Class of Commitments). Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by any Person other than the Borrower, the Bridge Commitments shall only be reduced (or the Advances prepaid) to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining that such Net Cash Proceeds may can be used immediately transferred to the Borrower (with such amount net of the costs and taxes associated therewith); it being understood that if such a restriction on transfer exists, upon such restriction ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower on the date such restriction ceased to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementexist.

Mandatory Prepayment. Borrower (a) If the Revolving Credit Exposure at any time exceeds the Revolving Credit Limit, then Borrowers shall prepay repay the Loan until Paid Revolving Principal Amount (or if no Revolving Principal Amount is outstanding, Cash Collateralize the LC Exposure), in Full at least the amount of that excess, together with all accrued and unpaid interest on the principal amount so repaid. (b) On the date such amounts are received by, or for the account of, any Company (or within three (3) Business Days after such receipt, in the case of clauses (ii), (iii), or (iv) below), the following times and amounts shall be paid to Lender in the following amounts: form received with any endorsement or assignment, in each case if a Default has occurred and is continuing or results from the event or events giving rise to the payment of such Net Proceeds: (i) 100% of the Net Proceeds from the issuance of any Debt (other than Permitted Debt); (ii) 100% of any Net Proceeds in respect of any casualty event affecting Collateral; (iii) 100% of all Net Proceeds in respect of any Eminent Domain Event affecting Collateral; and (iv) 100% of the Net Proceeds from the Disposition (other than proceeds of a Disposition permitted by Section 9.4) of any Collateral. The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.4(b), shall be pledged to Lender concurrently with the receipt by any Loan Party of any Net applicable Disposition. (c) All prepayments under Section 2.4(b) shall be applied (i) first, to Cash Proceeds from any DispositionCollateralize all LC Exposure until all LC Exposure is Cash Collateralized, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with second, to Cash Collateralize the receipt by any Loan Party Cash Management Liabilities and Hedge Liabilities of any Net Cash Proceeds from any issuance of its equity securities Company under a Hedge Agreement with a Secured Hedge Provider (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoingExcluded Hedge Liabilities), and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five third, to repay the Loans under the Revolving Credit Facility (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30proceeds being applied in accordance with Section 3.6) and, 2008)if elected by Xxxxxx, in an the Revolving Committed Amount shall be automatically reduced by the amount equal to fifty percent of such repayment. (50%d) All prepayments under this Section 2.4 shall be without premium or penalty, provided that, each prepayment of a SOFR Loan, whether by reason of acceleration or otherwise, will be accompanied by (i) the Excess Cash Flow earned during such prior Fiscal Quarter, until amount of accrued interest on the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause prepaid and (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of Lender’s breakage fees and other losses and expenses actually incurred by it as a result of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further prepayment on a day other than the Loan, to repay Senior Debt or for any other corporate purpose not in contravention last day of any terms of this Agreementapplicable Interest Period.

Mandatory Prepayment. Borrower ‌ (a) The Borrowers shall (x) prepay the Term Loans (in the order set forth in Section 2.10.3) until paid in full and (y) thereafter repay the Revolving Loans (without any reduction in the Revolving Loan until Paid Commitments) in Full each case, at the following times and in the following amounts: (i) concurrently with within ten (10) Business Days after the receipt by Borrowers or any Loan Party Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; andprovided, that notwithstanding anything to the contrary in this clause (i), no prepayment under this Section 2.10.2(a)(i) shall be required unless and to the extent the aggregate amount thereof in any Fiscal Year would exceed the greater of $1,500,000 and 15.0% TTM Adjusted EBITDA (and for the avoidance of doubt excluding all amounts below such threshold); (ii) concurrently with within ten (10) Business Days after the receipt by Borrowers or any Loan Party Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity debt securities (other than equity securities that are issued to (x) ParentDebt permitted by Section 7.1), (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five ten (4510) days Business Days after the end of each Fiscal Quarter annual audited financial statements are delivered or required to be delivered pursuant to Section 6.1.1 hereof (commencing with such annual financial statements for the Fiscal Quarter Year ending September 30December 31, 20082025), in an amount equal to fifty percent (50%) the ECF Percentage of the Excess Cash Flow earned during for such prior Fiscal QuarterYear minus all voluntary prepayments or repurchases of the Term Loans (in the case of repurchases below par, until the Loan is reduced in principal such amount to $30,000,000be limited to the cash purchase price therefor), andvoluntary prepayments of the Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment), thereafterand to the extent not funded with the proceeds of Delayed Draw Term Loans, Incremental Term Loans, equity issuances or the Available Amount, all cash purchase price payments made with respect to Permitted Acquisitions, in each case, made during the ECF Prepayment Period; provided that, any voluntary prepayment or cash purchase price payment made with respect to a Permitted Acquisition deducted in a given ECF Prepayment Period shall not be permitted to be deducted in the subsequent ECF Prepayment Period; provided, further, that in no event shall the prepayment required to be made under this Section 2.10.2(a)(iii) be less than zero. (b) If on any day the Revolving Outstandings exceed Revolving Loan Commitment, whether pursuant to a reduction of the Revolving Loan Commitment pursuant to Section 2.9.2 or otherwise, the Borrowers shall immediately prepay Revolving Loans and/or cash collateralize the outstanding Letters of Credit in a manner acceptable to Agent, or do a combination of the foregoing, in an amount equal sufficient to twenty-five percent eliminate such excess. Borrower Representative shall give written notice to Agent not later than 12:00 p.m. [Toronto] time at least one (25%1) Business Day prior to each mandatory prepayment pursuant to clause (a) of the Excess Cash Flow earned during Section 2.10.2, and Agent shall promptly notify each Lender of such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementnotice.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Loan until Paid in Full at Credit Facilities (to be allocated pro rata among the following times and outstanding Credit Extensions under all Credit Facilities) in the following amounts: : (iA) concurrently with within five (5) Business Days after the receipt by date on which any Loan Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of any Net Cash Proceeds from any DispositionOne Hundred and Fifty Thousand Dollars ($150,000) for property (including real property), in respect of assets upon which Agent has been granted a Lien, an amount equal to one hundred percent (100%) of such Net Cash Proceedsproceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and and (iiB) concurrently with the within five (5) Business Days of receipt by any Loan Credit Party of the proceeds of any Net Cash Proceeds from any issuance asset disposition of its equity securities personal property not made in the Ordinary Course of Business (other than equity securities that are issued to (xtransfers permitted by Section 7.1) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty one hundred percent (50100%) of the Excess Cash Flow earned during net cash proceeds of such prior Fiscal Quarterasset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), until or such lesser portion as Agent shall elect to apply to the Loan Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is reduced in principal amount continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 5,000,000 in the event aggregate with respect to any property loss or series of related property losses toward the replacement or repair of destroyed or damaged property; provided that Parent issues equity securities pursuant to (I) without limiting the contemplated PIPE foregoing, any such proceeds of a casualty policy received in connection with the Owned Real Property shall be applied toward replacement and repair of destroyed or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, damaged property solely to the extent provided in and permitted by the Black Forest Subordination AgreementMortgage (including any applicable dollar caps set forth therein), pay and (II) any such replaced or repaired property (x) shall be of greater, equal, or like value as the then outstanding principal amount replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Black Forest Note from any remaining Net Cash ProceedsLenders, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further on account of the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementObligations.

Mandatory Prepayment. If a Credit Facility is accelerated during the continuance of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Loan until Paid in Full at Credit Facilities (to be allocated pro rata among the following times and outstanding Credit Extensions under all Credit Facilities) in the following amounts: : (iA) concurrently with within three (3) Business Days after the receipt by date on which any Loan Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of any Net Cash Proceeds from any DispositionTwo Million Dollars ($2,000,000) for personal property or real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such Net Cash Proceedsproceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and and (iiB) concurrently with the upon receipt by any Loan Credit Party of the proceeds of any Net Cash Proceeds from any issuance asset disposition of its equity securities personal property not made in the Ordinary Course of Business (other than equity securities that are issued to (xtransfers permitted by Section 7.1) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty one hundred percent (50100%) of the Excess Cash Flow earned net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Two Million Dollars ($2,000,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replacement or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest (subject only to Permitted Liens that may have priority by operation of applicable Law or by the terms of a written intercreditor or subordination agreement entered into by Agent), (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such prior Fiscal Quartercasualty policy shall, until at the Loan is reduced in principal amount option of Agent, be payable to $30,000,000Agent, and, thereafter, in an amount equal to twenty-five percent (25%) for the ratable benefit of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) aboveLenders, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount on account of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementObligations.

Mandatory Prepayment. (i) 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 ending December 31, 2015, 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 Borrower shall, (A) in the case of the Fiscal Year ending December 31, 2015, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 50.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year and (B) in the case of the Fiscal Year ending December 31, 2016, and each Fiscal Year ending thereafter, (1) if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (I) greater than 0.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (x) 50.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (y) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year, or (II) equal to or less than 0.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (x) 25.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (y) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under any of clauses (a) through (f), (i), (j), (l) (but only in respect of ordinary course cash management activities) and (m) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $5,000,000 in Full any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to (A) in the case of the issuance of any such Indebtedness, 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) in the case of any such Equity Issuance, solely to the extent that (1) the Leverage Ratio for the most recent fiscal quarter (for which quarterly financial statements and a certificate of an Authorized Officer of the Parent are received by the Agents and the Lenders) ending prior to such Equity Issuance is greater than 0.50:1.00 or (2) Qualified Cash at the following times time of such Equity Issuance is less than $125,000,000, 50% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and in the following amounts:conditions of this Agreement. (iiv) concurrently with Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, Net Cash Proceeds received by any Loan Party or any of its Subsidiaries from Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to 2.05(c)(iv) shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business ("Replacement Assets"), provided that (A) if the assets subject to such Extraordinary Receipt were subject to a Lien in favor of the Collateral Agent for the benefit of the Lenders then such Replacement Assets are subject to a first priority Lien in favor of the Collateral Agent, except that, during the term of this Agreement, up to $10,000,000 of Net Cash Proceeds from such Extraordinary Receipts relating to assets that were subject to a Lien in favor of the Collateral Agent for the benefit of the Lenders may be used for Replacement Assets constituting real property, including buildings, fixtures and other improvements thereon, not required to be subject to a Mortgage under this Agreement, (B) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiC) the Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days from the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(D) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in Administrative Agent pursuant to clause (C) above and permitted by (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not Obligations in contravention of any terms of this Agreementaccordance with Section 2.05(c)(iv).

Mandatory Prepayment. Borrower (i) Within 3 Business Days of 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 on or about January 29, 2018 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to (A) 50% of the following times Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (B) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (i), (j), (k), (l), (m), (n) concurrently or (o) (with respect to such clause (o) only, to the extent such Disposition occurs within 315 days following the Effective Date) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Equity Issuance pursuant to the exercise by the underwriter of the Equity Offering of its over-allotment option pursuant to the terms and conditions of the Equity Offering in order to prepay the Batra A/R Facility Loan in accordance with Section 7.02(m)(ii)), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to (A) 50% of the Net Cash Proceeds received by such Person under the circumstances described in clause (g) of the definition of "Extraordinary Receipts" and (b) 100% of the Net Cash Proceeds received by such Person under the circumstances described in clauses (a) through (f) of the definition of "Extraordinary Receipts" to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) pursuant to this clause (b) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts (other than, for the avoidance of doubt, "Extraordinary Receipts" described in clause (g) of the definition thereof) shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used or useful in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used or useful in such Person's business within a period specified in such certificate not to exceed 120 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans outstanding exceeds the Maximum Revolver Amount, to repay Senior Debt or for any other corporate purpose not in contravention the full extent of any terms such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Maximum Revolver Amount calculated as of this Agreementsuch day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day.

Mandatory Prepayment. (a) If the Ship is sold or becomes a Total Loss, the Borrower shall prepay the aggregate outstanding principal amount of the Loan. (b) If (i) the Borrower shall not have (A) elected Option B in accordance with the first proviso to Clause 7.1 and (B) delivered to the Agent, at least twenty Business Days prior to the first anniversary of the Actual Drawdown Date, an irrevocable notice of its election to continue the term of the Loan until Paid beyond such anniversary and, on or before such anniversary, a written appraisal report prepared by the Broker stating the Fair Market Value of the Ship as of such anniversary, which Fair Market Value shall not be less than 140% of the sum of the aggregate outstanding principal amount of the Loan, plus all accrued and unpaid interest thereon, plus all other amounts due and payable by the Borrower pursuant to the Finance Documents as of such anniversary, and which report shall otherwise be in Full at form and substance satisfactory to the following times Agent, or (ii) either the Borrower or the Guarantor shall not have paid all fees due and in payable by it pursuant to this Agreement and the following amountsFinance Documents on or before such anniversary, the Borrower shall prepay the aggregate outstanding principal amount of the Loan. (c) The Borrower shall make each mandatory prepayment pursuant to this Clause 7.4: (i) concurrently with in the receipt case of the sale of the Ship requiring a prepayment pursuant to Clause 7.4(a), on or before the date on which the sale is completed by any Loan Party delivery of any Net Cash Proceeds from any Disposition, in an amount equal the Ship to such Net Cash Proceedsthe buyer; andor (ii) concurrently with in the receipt by any Loan Party case of any Net Cash Proceeds from any issuance a Total Loss of its equity securities (other than equity securities that are issued the Ship requiring a prepayment pursuant to (x) ParentClause 7.4(a), (y) management of Parent, or (z) to Persons that as on the earlier of the date hereof hold equity in Parent; but, without limitation falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee or the Borrower of the foregoing, and for avoidance proceeds of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal insurance relating to such Net Cash Proceeds; andTotal Loss; (iii) within forty-five in the case of (45A) days after the end of each Fiscal Quarter (commencing Borrower’s failure to elect Option B in accordance with the Fiscal Quarter ending September 30, 2008), first proviso to Clause 7.1 and to deliver the irrevocable notice and the written appraisal report described in an amount equal Clause 7.4(b) or (B) the Borrower’s or the Guarantor’s failure to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid fees described in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.such Clause

Mandatory Prepayment. Borrower (i) Within five Business Days after 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 December 31, 2019, 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), within five Business Days after 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 Total Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) 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 the result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year, or (B) equal to or 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 120535197v14 to (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year; provided that no mandatory prepayment shall be made under this Section 2.05(c)(i) unless and until the Term Loan ECF Mandatory Prepayment Conditions (as defined in the Intercreditor Agreement) have been satisfied, and if and to the extent the Term Loan ECF Mandatory Prepayment Conditions would not be satisfied immediately after giving effect to all or a portion of such prepayment of the Loans otherwise required under this paragraph (but for this proviso) for any Fiscal Year (the prepayment of the Loans not required to be made on account of this proviso, the "ECF Deferred Portion"), then (x) the Borrowers shall not make such prepayment of the Loans up to the amount of the ECF Deferred Portion for such Fiscal Year and (y) not later than the tenth (10th) day after the delivery of the financial statements required under Section 7.01(a)(i) for any fiscal month, the Borrowers shall prepay the Loans up to the cumulative ECF Deferred Portion for all Fiscal Years that has not been previously prepaid pursuant to this clause (y), to the extent the Term Loan until Paid in Full at the following times and in the following amounts:ECF Mandatory Prepayment Conditions can be satisfied with respect to any such prepayment. (iii) concurrently Within five Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within five Business Days after (A)the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or (A)an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within five Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end 100% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid 120535197v14 to the Black Forest Note from Administrative Agent as a prepayment of the Loans) shall exceed $250,000 in any remaining Net Cash ProceedsFiscal Year. (v) Notwithstanding the foregoing, until it is paid in full, after which any remaining with respect to Net Cash Proceeds may received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used by Borrower to prepay further the LoanObligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to repay Senior Debt $750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair or for any other corporate purpose restore properties or assets, or to acquire assets, used or useful in such Loan Party’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, (B) such proceeds are used by a Loan Party to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person’s business and constituting (1) Revolving Loan Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Revolving Loan Priority Collateral, (2) Term Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Term Priority Collateral, or (3) Revolving Loan Priority Collateral and Term Priority Collateral (in a percentage determined in good faith by the Agents and the Revolving Loan Agent) if the property or assets sold or disposed of or subject to casualty or condemnation constituted both Revolving Loan Priority Collateral and Term Priority Collateral, (C) the Borrowers deliver a certificate to the Agents within 30 days after such Disposition or loss, destruction or taking, or receipt of Extraordinary Receipts, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (D) such Net Cash Proceeds or Extraordinary Receipts are deposited in contravention an account subject to the dominion and control of the Collateral Agent, and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (C) above or (2) the instruction by the Administrative Agent upon the occurrence and during the continuance of an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; (vi) The Administrative Borrower shall provide the Administrative Agent with written notice of any terms mandatory prepayment required under this Section 2.05(c) no later than 1:00 p.m. 5 Business Days prior to the date of this Agreementsuch mandatory prepayment. Such notice shall specify the applicable provision under Section 2.05(c) pursuant to which such mandatory prepayment is being made.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided further that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Cash Proceeds; andLeverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (1) any Loan Party Covenant Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than equity securities a Permitted Sale Leaseback between Nexstar Guarantors that are issued to (x) Parentnot the Holding Companies), (yo)(y) management of Parent, or (zu) to Persons that as (in each case of the date hereof hold equity in Parent; but, without limitation of the foregoing, (o)(y) and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008u), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided thereunder) or (2) any Casualty Event occurs, which in and permitted the aggregate results in the realization or receipt by the Black Forest Subordination Agreement, pay the then outstanding principal amount such Person of the Black Forest Note from any remaining Net Cash Proceeds, until it the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is paid in full, after which any remaining secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. (a) The Borrower shall be required to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the upon receipt by any Loan Party the Borrower of Insurance Proceeds as required pursuant to Section 12.01(d)(ii) or Section 12.01(e) of the Accounts Agreement; (ii) upon receipt by the Borrower of Condemnation Proceeds, as required pursuant to 12.01(d)(ii) or 12.01(e) of the Accounts Agreement; (iii) upon receipt of any Net Cash Proceeds Project Document Termination Payments, as required pursuant to Section 13.01(b)(ii)(B) of the Accounts Agreement; (iv) upon receipt of proceeds of any asset disposal (other than proceeds received from any Dispositionthe sale of Products) that are not used for replacement in accordance with Section 13.01(b)(i)(B) of the Accounts Agreement; and (v) upon payment in full of all outstanding Construction Loans or Term Loans, as the case may be, prepayment in an amount equal full of all outstanding Working Capital Loans within ninety (90) days thereof; (b) The Borrower shall be required to such Net Cash Proceedsprepay the Loans: (i) on each Quarterly Payment Date prior to the Conversion Date as required pursuant to priorities eleventh and twelfth of Section 6.01(b) of the Accounts Agreement; and (ii) concurrently with on the receipt by any Loan Party Initial Quarterly Payment Date and each Quarterly Payment Date thereafter as required pursuant to priorities twelfth, fifteenth and sixteenth of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (xSection 6.01(c) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; butAccounts Agreement; (c) The Borrower shall be required to prepay the Loans on the Initial Quarterly Payment Date and any Quarterly Payment Date thereafter, without limitation if the Historical Debt Service Coverage Ratio on such Quarterly Payment Date is less than 1.5:1.0, as required pursuant to priority seventeenth of Section 6.01(c) of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued Accounts Agreement; (d) The Borrower shall be required to prepay the Loans: (i) on the Conversion Date as required pursuant to the contemplated PIPE or any similar offering whether to Persons that as priority sixth of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash ProceedsSection 2.06(e); and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) aboveon the Conversion Date, in the event that Parent issues equity securities pursuant to priority seventh of Section 2.06(e); (e) The Borrower shall be required to prepay the contemplated PIPE or enters into any similar transaction involving Working Capital Loans: (i) if a Borrowing Base Certificate demonstrates that the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then then-outstanding principal amount of the Black Forest Note from Working Capital Loans exceeds the then-effective Working Capital Commitment or the Working Capital Available Amount, within three (3) Business Days following the delivery of such Borrowing Base Certificate, prepay the Working Capital Loans in the amount of such excess; and (ii) in order to ensure that there are no outstanding Working Capital Loans for a period of ten (10) consecutive Business Days in each calendar year; (f) All prepayments under this Section 3.10 shall be made by the Borrower to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses); (g) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(d)) shall be allocated by the Administrative Agent: (i) first, to the Construction Loans or Term Loans, as the case may be, pro rata among the Construction/Term Lenders based on their respective outstanding principal amounts of Construction Loans or Term Loans, as the case may be, on the date of such prepayment (and then, in the case of the Term Loans, to the remaining Net Cash Proceedsoutstanding installments of principal of the Term Loans under Section 3.02(a) in inverse order of maturity); (ii) second, until it is if all outstanding Construction Loans or Term Loans, as the case may be, have been paid in full, after which any remaining Net Cash Proceeds may to the Working Capital Loans, pro rata among the Working Capital Lenders in proportion to their respective principal amounts of outstanding Working Capital Loans (and the Aggregate Working Capital Loan Commitment shall be used reduced in each case by Borrower an amount equal to prepay further the Loanamount so applied); (iii) third, to repay Senior Debt or for any other corporate purpose not the XX Xxxx Collateral Sub-Account in contravention an amount up to the Maximum Available Amounts under all Letters of Credit then outstanding as cash collateral to secure the repayment of any terms Working Capital Loans that may result from a draw on any such Letter of this Agreement.Credit; and (iv) fourth, if all outstanding Working Capital Loans have been paid in full, and all Letters of Credit have been cash collateralized in full in accordance with priority third above, to the Working Capital Reserve Account (and the Aggregate Working Capital Loan Commitment shall be reduced by an amount equal to the amount so applied); and

Mandatory Prepayment. Borrower (i) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2004, 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)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the A Borrowers shall prepay the outstanding principal amount of the Term Loan until Paid A in Full at an amount equal to 50% of the following times Excess Cash Flow for such Fiscal Year. Any payments required to be made under this paragraph (c)(i) shall be applied as set forth in Section 2.05(d). (ii) Immediately upon any Disposition by any Loan Party or its Subsidiaries (other than Excluded Persons) pursuant to Section 7.02(c)(ii)(B) or (C) or Section 7.02(c)(iv), the A Borrowers shall prepay the outstanding principal amount of the Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loan A) shall exceed for all such Dispositions since the Effective Date $500,000, provided that, in the following amounts:case of the Disposition permitted under Section 7.02(c)(iv), $1,250,000 of the Net Cash Proceeds from such Disposition received by SMC shall not be required to be so prepaid to the extent (A) such proceeds are applied to purchase other assets used in SMC's business if SMC delivers a certificate to the Administrative Agent within 30 days of such event stating that such proceeds shall be applied to purchase other assets to be used in SMC's business within a period specified in such certificate not to exceed 180 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (B) such proceeds are deposited in a deposit account subject to a Control Agreement but shall be disbursed to SMC from time to time upon presentation to the Administrative Agent of a purchase order, invoice or similar document evidencing the purchase of such assets. If all or any portion of such proceeds not so applied to the prepayment of the Term Loan A are not so used within the period specified in the relevant certificate furnished pursuant hereto (not to exceed 180 days), such remaining portion shall be applied to prepay the outstanding principal of the Term Loan A on the last day of such specified period. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may apply such proceeds to the prepayment of the Term Loan A. Nothing contained in this subsection (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c). Any payments required to be made under this paragraph (c)(ii) shall be applied as set forth in Section 2.05(d). (iiii) concurrently with Upon the issuance or incurrence by any Loan Party (other than MHI) or any of its Subsidiaries (other than Excluded Persons) of any Subordinated Indebtedness, or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than shares issued by MHI pursuant to Section 7.02(h)), the A Borrowers shall prepay the outstanding amount of the Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this paragraph (c)(iii) shall be applied as set forth in Section 2.05(d). (iv) Upon the receipt by any Loan Party or any of its Subsidiaries (other than Excluded Persons) of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the A Borrowers shall prepay the outstanding principal of the Term Loan A in an amount equal to 100% of such Net Cash Proceeds; Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts and , in the case of any Extraordinary Receipts comprising insurance proceeds, net of the amount of such proceeds required to be paid to a Person holding a first priority, Permitted Lien on the assets to which such proceeds relate, provided that, except during the continuance of an Event of Default, up to $500,000 of Extraordinary Receipts comprising insurance proceeds received by such Persons during any Fiscal Year shall not be required to be so prepaid on the date such proceeds are received by such Loan Party to the extent (iiA) concurrently with such proceeds are used to replace or restore the properties or assets used in such Person's business in respect of which such proceeds were paid if the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days of such event stating that such proceeds shall be used to replace or restore any such properties or assets to be used in such Person's business within a period specified in such certificate not to exceed 180 days after the receipt by any of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (B) such proceeds are deposited in a deposit account subject to a Control Agreement but shall be disbursed to the applicable Loan Party from time to time upon presentation of a purchase order, invoice or similar document evidencing the purchase of such replacement assets. If all or any Net Cash Proceeds from any issuance portion of its equity securities (other than equity securities that are issued such proceeds not so applied to (x) Parent, (y) management of Parent, or (z) to Persons that as the prepayment of the date hereof hold equity Term Loan A are not so used within the period specified in Parent; butthe relevant certificate furnished pursuant hereto (not to exceed 180 days), without limitation such remaining portion shall be applied to prepay the outstanding principal of the Term Loan A on the last day of such specified period. Notwithstanding the foregoing, upon the occurrence and for avoidance during the continuance of any doubtan Event of Default, inclusive of any equity securities issued pursuant the Administrative Agent may apply such proceeds to the contemplated PIPE or any similar offering whether to Persons that as prepayment of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Term Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan A. Any payments required to be reduced made under this paragraph (c)(iv) shall be applied as set forth in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(d).

Mandatory Prepayment. Borrower (i) 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 December 31, 2024 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to, if the following times Leverage Ratio of the Lead Borrower and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 4.10:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75% of the following amounts:Excess Cash Flow of the Lead Borrower and its Subsidiaries for such Fiscal Year, (B) equal to or less than 4.10:1.00 but greater than 3.60:1.00, 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 Lead Borrower and its Subsidiaries for such Fiscal Year and (C) equal to or less than 3.60:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 25% of the Excess Cash Flow of the Lead Borrower and its Subsidiaries for such Fiscal Year. (ii) Immediately upon any Disposition pursuant to Section (i) concurrently of the definition of Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d), together with the Applicable Premium, if any, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $25,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans, together with the Applicable Premium, if any, in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans, together with the Applicable Premium, if any, in an amount equal to such Net Cash Proceeds; and (ii) concurrently accordance with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseSection 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) [Reserved]. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, or, in the case of insurance condemnation money, repair or restore properties or assets (in each case, other than current assets) used in such Person’s business and which properties or assets shall constitute Collateral in which the Collateral Agent shall have a first priority Lien, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Lead Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementtogether with the Applicable Premium, if any.

Mandatory Prepayment. Borrower (i) 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 December 31, 2022, 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 prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to (A) if the Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Net Fiscal Year is greater than or equal to 2.75 to 1.00, 75% of the Excess Cash Proceeds; andFlow of the Parent and its Subsidiaries for such Fiscal Year or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Fiscal Year is less than 2.75 to 1.00, 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (iiiii) within forty-five Immediately upon any Disposition (45) days after the end of each Fiscal Quarter excluding Dispositions which qualify as Permitted Dispositions under clauses (commencing with the Fiscal Quarter ending September 30, 2008a), (b), (c), (d), (e), (f), (g), (h) or (k) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Net Cash Flow earned during Proceeds received by such prior Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed for all such Dispositions $1,500,000 in any Fiscal QuarterYear. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness, until including, for the Loan is reduced avoidance of doubt, CARES Act Indebtedness, CEBA Indebtedness and/or HASCAP Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuance and the Amendment No. 2 Equity Contribution), the Borrowers shall prepay the outstanding amount of the Loans in principal amount to $30,000,000, and, thereafter, accordance with Section 2.05(d) in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromreceived by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, Borrowers shall, to the extent provided in and permitted incurrence or sale otherwise prohibited by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms and conditions of this Agreement.

Mandatory Prepayment. Borrower The Company shall prepay Advances on the Loan until Paid in Full at the following times dates and in the following amountsprincipal amounts described below together with all accrued interest on such principal prepaid to date of prepayment: (i) concurrently with not later than the receipt by any Loan Party of any Net Cash Proceeds from any Dispositiondate 120 days (or 150 days, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities event that are issued to (x) Parent, the Foreign Resident Account of the Company is no longer permitted under applicable law or (y) management the use of Parent, or (z) to Persons that as of the date hereof hold equity such Foreign Resident Account would result in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant a significant cost to the contemplated PIPE or any similar offering whether Company and in each case the Brazilian Central Bank approval for such prepayment is pending, so long as the Company is using reasonable efforts to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to obtain such Net Cash Proceeds; and (iii) within forty-five (45) days approval), after the end of each Fiscal Quarter fiscal year of the Company (commencing with the Fiscal Quarter fiscal year ending September 30on December 31, 20081998), the Company shall prepay Advances in an aggregate amount equal to 50% of Excess Cash Flow for such fiscal year from amounts contained in the U.S. Receipt Account; (ii) if at any time the Outstanding Advance Amount is greater than $650,000,000, the Company shall prepay Advances not later than five (5) Business Days after the date that such determination is made in a principal amount equal to the Maximum Total Advance Excess; (iii) if at any time the Outstanding Foreign Advance Amount is greater than $400,000,000, the Company shall prepay Advances not later than five (5) Business Days after the date that such determination is made in a principal amount equal to the Maximum Total Foreign Advance Excess; (iv) on the dates and the amounts specified in subsection 2.06(b) and Sections 2.09 or 2.10 hereof if the Company shall be required to prepay the Advances pursuant to such Sections; and (v) if any Affiliated Company makes a payment to the Creditor or any other Motorola Entity pursuant to the Vendor Financing Agreement or any other agreement in effect between any Motorola Entity and any of the Affiliated Companies that relates to the iDEN equipment and services, then during the Availability Period, the Company may reborrow an amount equal to fifty percent the least of (50%i) of the Excess Cash Flow earned during such prior Fiscal Quarteraggregate amount prepaid by the Company pursuant to subsections 2.05(a)(ii) and (iii) hereof, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted amounts so paid by the Black Forest Subordination AgreementAffiliated Companies, pay (iii) an amount which will cause the then outstanding principal aggregate Outstanding Advance Amount to equal $650,000,000, and (iv) an amount of which will cause the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower aggregate Outstanding Foreign Advance Amount to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementequal $400,000,000.

Mandatory Prepayment. i. Within three (3) Business Days after 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 December 31, 2022 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), by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.06(d) in an amount equal to the following times result of (to the extent positive) (1) ECF Percentage of Holdings and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrower pursuant to Section 2.06(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). ii. Immediately upon any Disposition (iexcluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) concurrently or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). iii. Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. iv. Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.06(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv. Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%100% of such proceeds. vi. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.06(c)(ii) of or Section 2.06(c)(iv), as the Excess Cash Flow earned during such prior Fiscal Quartercase may be, until the Loan is reduced in principal amount up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 250,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.06(c)(ii) or for any other corporate purpose not in contravention of any terms of this Agreement.Section 2.06(c)(iv) as applicable

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the [Reserved]. (ii) No later than five (5) Business Days following receipt by any Loan Party of any Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a) through (p) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Term LoanLoans in accordance with ‎Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term LoanLoans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this ‎Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with ‎Section 7.02(c)(ii). (iiiii) concurrently (A) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Term LoanLoans in accordance with ‎Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) no later than five (5) Business Days following receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities Equity Issuance (other than equity securities that are issued to any Excluded Equity Issuances) by any Loan Party or any of its Subsidiaries, the Borrower shall prepay (xi) Parentuntil such time as the Second Amendment Loan and any accrued and unpaid interest thereon has been repaid in full, (y) management of Parent, or (z) to Persons that as the outstanding amount of the date hereof hold equity Second Amendment Loan in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with ‎Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; and Proceeds received by such Person in connection therewith, and (iiiii) within forty-five (45thereafter, the outstanding amount of the Term Loan in accordance with ‎Section 2.05(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) % of the Excess Net Cash Flow earned during Proceeds received by such prior Fiscal QuarterPerson in connection therewith; provided that, until the earlier of (a) the date on which the aggregate amount of Net Cash Proceeds received by the Loan Parties and their Subsidiaries after the Second Amendment Effective Date from one or more Equity Issuances (other than any Excluded Equity Issuances) exceeds $30,000,000 (after deducting the aggregate amount of Net Cash Proceeds applied by the Loan Parties to repay the Second Amendment Loan pursuant to clause (B)(i) of this sentence) and (b) the date that is reduced sixty (60) days after the Second Amendment Effective Date, no prepayment of the Term Loan shall be required pursuant to clause (B)(ii) of this sentence. The provisions of this ‎Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) No later than five (5) Business Days following receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Term LoanLoans in principal amount to $30,000,000, and, thereafter, accordance with ‎Section 2.05(d) in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Black Forest Note Administrative Agent as a prepayment of the Term LoanLoans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to ‎Section 2.05(c)(ii) or ‎Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any remaining all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, until it is paid in full, (B) the Borrower delivers a certificate to the Administrative Agent within 7 days after which any remaining receipt of the Net Cash Proceeds of such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 90 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with ‎Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this Agreement‎Section 2.05(c)(iv) as applicable.

Mandatory Prepayment. Borrower (i) [Reserved]. (ii) No later than 3 Business Days following any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries of any of ABL Priority Collateral or Term Loan Priority Collateral (other than to the extent the Net Cash Proceeds of such Term Loan Priority Collateral are required to be applied to the Term Facility Indebtedness pursuant to the terms of the Term Loan Agreement and are so applied), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in Full at any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) No later than 3 Business Days following the following times issuance or incurrence by any Loan Party or any of its Subsidiaries of (A) any Indebtedness (other than Permitted Indebtedness) or (B) an Equity Issuance (other than any Excluded Equity Issuances, including, without limitation, clause (d) of the definition of Excluded Equity Issuances) (other than to the extent the Net Cash Proceeds are required to be applied to the Term Facility Indebtedness pursuant to the terms of the Term Loan Agreement and are so applied), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided, that, notwithstanding the foregoing, up to $5,000,000 in the following amounts:aggregate in any Fiscal Year of the Net Cash Proceeds from any Equity Issuance shall not be required to be so used to prepay the Obligations so long as the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03 after giving effect to such Equity Issuance. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iiv) concurrently with No later than 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts in respect of any ABL Priority Collateral or Term Loan Priority Collateral (other than to the extent the Net Cash Proceeds from any Disposition, in an amount equal of such Term Loan Priority Collateral are required to such Net Cash Proceeds; and (ii) concurrently with be applied to the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued Term Facility Indebtedness pursuant to the contemplated PIPE or any similar offering whether to Persons that as terms of the date hereof hold equity Term Loan Agreement and are so applied), the Borrowers shall prepay the outstanding principal of the Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. 69 (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in capital assets used or useful in the business of the Loan Parties which may (but are not required to) be a replacement, restoration or repair of the properties or assets in respect of which such Net Cash Proceeds were received, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 10 Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to reinvest in capital assets used or useful in the business or the Loan Parties or to replace, repair or restore properties or assets in respect of which such Net Cash Proceeds were received within a period specified in such certificate not to exceed 180 days after the end date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) Each Borrower shall immediately prepay the Revolving Loans of such Borrower at any time when the aggregate principal amount of all Revolving Loans of such Borrower plus the outstanding amount of all Letter of Credit Obligations of such Borrower exceeds the Borrowing Base of such Borrower, to the full extent of any such excess. On each Fiscal Quarter (commencing day that any Revolving Loans or Letter of Credit Obligations of a Borrower are outstanding, each such Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base of such Borrower calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations of such Borrower outstanding on such day. If at any time after each applicable Borrower has complied with the Fiscal Quarter ending September 30, 2008first sentence of this Section 2.05(c)(vii), the aggregate Letter of Credit Obligations of such Borrower is greater than the then current Borrowing Base of such Borrower, then such Borrower shall provide cash collateral to the Administrative Agent in an amount equal to fifty percent (50%) 103% of such excess, which cash collateral shall be deposited in the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, Letter of Credit Collateral Account and, thereafterprovided that no Event of Default shall have occurred and be continuing, in an amount equal returned to twenty-five percent (25%) such Borrower, at such time as the aggregate Letter of Credit Obligations of such Borrower plus the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of all outstanding Revolving Loans of such Borrower no longer exceeds the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention then current Borrowing Base of any terms of this Agreementsuch Borrower.

Mandatory Prepayment. Borrower (i) The Borrowers will promptly (and in any event within two (2) Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Total Revolving Credit Commitment, to the full extent of any such excess. (ii) [Intentionally Omitted].If, following delivery to the Agents and the Lenders of the quarterly financial statements pursuant to Section 7.01(a)(i) for the fiscal quarter ended on December 31, 2022, the Total Leverage Ratio for the period of four (4) consecutive fiscal quarters ended as of December 31, 2022, is greater than 4.00:1.00, the Borrowers shall on or prior to March [24], 2023 prepay $10,600,000 of the Term Loan in accordance with clause (d) below. (iii) [Intentionally Omitted]. (iv) Within five (5) Business Days of delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2020 (or, if such financial statements are not delivered to the Agents on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), five (5) Business Days after the date such statements are required to be delivered to the Agents pursuant to Section 7.01(a)(ii)), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with clause (d) below in an amount equal to the following times result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year (provided, that Excess Cash Flow for the following amounts:Fiscal Year ended on December 31, 2020 shall be calculated for the period commencing on the Effective Date and ending on December 31, 2020), minus (2) the amount of any voluntary prepayments of the Term Loans made during such Fiscal Year, minus (3) the amount of any voluntary prepayments of the Revolving Loans accompanied by a permanent reduction or termination of the Total Revolving Credit Commitment during such Fiscal Year. (v) Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (other than a Disposition pursuant to clauses (b), (c), (d), (f), (g), (h), (i), (j) concurrently and (k) of the definition of “Permitted Disposition”) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the extent that the aggregate amount thereof received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year; provided, that the Loan Parties shall not be required to prepay the outstanding principal of the Loans in connection with the receipt of any Extraordinary Receipts with respect to the Club Ready Settlement in an aggregate amount not to exceed $2,000,000. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Disposition, in an amount equal all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets used in the Parent’s and its Subsidiaries’ business, provided that, (iiA) concurrently with no Event of Default has occurred and is continuing on the receipt by any Loan Party of any date such Person receives such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, (yB) management the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after the receipt of Parentsuch Net Cash Proceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are (1) deposited in an account of a Loan Party listed on Schedule 6.01(v) or (z2) used to Persons that prepay the Revolving Loans so long as a reserve is established in the amount of such prepayment which reserve shall be released only upon the reinvestment of such proceeds in accordance with the terms of this clause (viii), and (D) upon the earlier of (1) the expiration of the date hereof hold equity period specified in Parent; butthe relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, without limitation such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable. (ix) Within three (3) Business Days after receipt by the Borrowers of the foregoing, and for avoidance proceeds of any doubt, inclusive Permitted Cure Equity pursuant to Section 9.02 in respect of any equity securities issued pursuant to noncompliance with the contemplated PIPE or any similar offering whether to Persons that as financial covenant set forth in Section 7.03, the Borrowers shall prepay the outstanding principal amount of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementproceeds.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower Representative shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt by any Loan Party first full fiscal year ending after the Original Signing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans (provided that, with respect to Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and prior to the date of such payment (without duplication of any Net amounts applied to reduce Excess Cash Proceeds from Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any Dispositionamounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.5:1.0 and greater than or equal to 2.0:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than 2.0:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) New Holdings or any Loan Party Restricted Subsidiary Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (x) Parentb), (c), (d), (e), (f), (g), (j), (k), (m), or (o)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower Representative shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Representative shall have given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower shall prepay the Loan Loans (in the order set forth in Section 2.6.3) until Paid paid in Full full at the following times and in the following amounts: (ia) concurrently with within ten (10) Business Days of the receipt by Parent, Borrower or any Loan Party Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (iib) concurrently with within ten (10) Business Days of the receipt by Parent, Borrower or any Loan Party Subsidiary of the proceeds of any Net Cash Proceeds from any sale or issuance of its equity securities any Debt (other than equity securities that are issued to (x) ParentPermitted Debt), (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to the proceeds received by Parent, Borrower or any Subsidiary of such Net Cash ProceedsDebt minus all reasonable and customary underwriting commissions, legal, investment banking, underwriting, brokerage, accounting and other professional fees, sales commissions and disbursements and all other reasonable fees, expenses and charges, in each case, actually incurred in connection with such sale or issuance of Debt; and (iiic) within forty-five (45) 150 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter Year ending September 30December 31, 20082018), in an amount equal to fifty percent (50%A) of the ECF Percentage times Excess Cash Flow earned during for such prior Fiscal Quarter, until Year minus (B) the Loan is reduced in principal amount sum of (i) any mandatory prepayment required to $30,000,000, and, thereafter, in an amount equal be made with respect to twenty-five percent (25%such Fiscal Year pursuant to Sections 2.6.2(a) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause or 2.6.2(b) and (ii) above, in any voluntary prepayments of the event that Parent issues equity securities Loans pursuant to Section 2.6.1 during such period. Borrower shall give written notice or telephonic notice (followed promptly by written confirmation thereof) to Lender not later than 1:00 p.m. Minneapolis time at least seven (7) Business Days prior to each mandatory prepayment pursuant to this Section 2.6.2. Lender may reject all or a portion of any mandatory prepayment (such declined amounts, the contemplated PIPE or enters into any similar transaction involving the sale or exchange “Declined Proceeds”) of equity securitiesLoans required to be made pursuant to this Section 2.6.2 by providing written notice (each, debt or convertible debt of Parent subsequent a “Rejection Notice”) to the Closing Date, Borrower no later than 5:00 p.m. five (5) Business Days after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 date of Lender’s receipt of notice regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from mandatory repayment of Loans to be rejected by Lender. If Lender fails to deliver a Rejection Notice within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be retained by the Borrower or may be used by Borrower applied pursuant to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.6.1.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently If, at any time, (A) the sum of the outstanding principal amount of the Advances on such date plus the Letter of Credit Usage on such date exceeds (B) the Credit Amount (such excess being referred to as the “Credit Amount Excess”), then Borrower shall immediately prepay the Advances and cash collateralize the Letters of Credit in accordance with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, clause (iv) below in an aggregate amount equal to such Net Cash Proceeds; andthe Credit Amount Excess. (ii) concurrently with If Borrower or any Material Subsidiary at any time or from time to time makes or agrees in writing to make an Asset Sale, then (A) Borrower shall promptly notify Lender of such proposed Asset Sale (including the receipt by any Loan Party amount of any the estimated Net Cash Proceeds from any issuance of its equity securities to be received in respect thereof) and (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iiiB) within forty-five two (452) days Business Days after such Asset Sale, Borrower shall, absolutely and unconditionally without notice or demand, prepay the end Advances and cash collateralize the Letters of each Fiscal Quarter Credit in accordance with clause (commencing with the Fiscal Quarter ending September 30, 2008), v) below in an amount equal to fifty percent (50%) of such Net Cash Proceeds. (iii) Within two (2) Business Days after any Debt Issuance by Borrower or any Material Subsidiary, Borrower shall, absolutely and unconditionally without notice or demand, prepay the Excess Cash Flow earned during such prior Fiscal Quarter, until Advances and cash collateralize the Loan is reduced Letters of Credit in principal amount to $30,000,000, and, thereafter, accordance with clause (v) below in an amount equal to twenty-five percent one hundred (25100%) percent of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromreceived in connection with such Debt Issuance. (iv) Each prepayment pursuant to clause (i) above shall, Borrowers shall(A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, Advances until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loanand second, to repay Senior Debt or for any other corporate purpose not cash collateralize the Letters of Credit in contravention an amount equal to 105% of any terms the then extant Letter of this AgreementCredit Usage, and (B) if an Application Event shall have occurred and be continuing and Lender shall have so elected, be applied in the manner set forth in Section 2.01(d)(iv). (v) Each prepayment pursuant to clauses (ii) – (iii) above shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Advances until paid in full (with a corresponding permanent reduction in the Maximum Revolver Amount), and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage (with a corresponding permanent reduction in the Maximum Revolver Amount), and (B) if an Application Event shall have occurred and be continuing and Lender shall have so elected, be applied in the manner set forth in Section 2.01(d)(iv).

Mandatory Prepayment. Borrower (a) Commencing for the Fiscal Year in which the Term Loans (as defined in the Senior Credit Agreement) in effect on the date hereof are paid in full, the Loan Parties shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), Notes in an amount equal to fifty percent (5050.0%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until (as determined by the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent Parties' audited annual financial statements) for each Fiscal Year payable within ten (25%10) days of the Excess Cash Flow earned during completion of the annual audited financial statements referred to in and required by Section 7.1(e)(i) for such prior Fiscal Quarterfiscal year which shall be applied to the outstanding principal balance of the Notes on a pro rata basis in the inverse order of maturity. Notwithstanding clause (ii) above, in In the event that Parent issues equity securities the financial statements are not so delivered within one hundred (100) days of the fiscal year end, then a calculation based upon estimated amounts shall be made by the Agent upon which calculation the Loan Parties shall make the prepayment required by this Section 3.5(a) within ten (10) days of receipt of such calculation, subject to adjustment when such financial statements are delivered to the Agent and the Purchasers as required hereby. The calculation made by the Agent shall not be deemed a waiver of any rights the Agent or the Purchasers may have as a result of the failure by the Loan Parties to deliver such financial statements. Notwithstanding any provision to the contrary, the prepayment fees otherwise calculated pursuant to Section 3.3 shall not be due and payable upon any prepayment permitted by this Section 3.5(a). (b) If any Loan Party incurs any Indebtedness except for Permitted Indebtedness or receives payments of insurance proceeds (other than proceeds used to repair or replace fixed assets of a Loan Party as permitted under the contemplated PIPE or enters into any similar transaction involving Senior Credit Agreement), then it shall apply 100% of the sale or exchange of equity securities, debt or convertible debt of Parent subsequent proceeds thereof to the Closing Date, after Borrowers have caused prepayment of (i) the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, Senior Debt to the extent provided in the Senior Credit Agreement or (ii) the Obligations on a pro rata basis in the following order and permitted by manner: first, to the Black Forest Subordination Agreementpayment of any and all unpaid charges, pay expenses and fees under the Purchase Documents, then outstanding to any unpaid interest (including PIK Interest) on the Notes, and then to the unpaid principal amount balance owed under the Purchase Documents, together with all prepayment fees in accordance with Section 3.3, such payment to be applied at such time as the Agent shall decide in its sole discretion. If any Loan Party receives any payment of proceeds under the Life Insurance, then it shall apply 100% of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid proceeds thereof to the prepayment of the Obligations on a pro rata basis in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loanfollowing order and manner: first, to repay Senior Debt or for any other corporate purpose not in contravention the payment of any terms of this Agreement.and all unpaid charges, expenses and fees under the Purchase Documents, then to any unpaid interest (including PIK Interest) on the Notes, and then to the unpaid principal balance owed under the Purchase Documents, such payment to be applied at such time as the Agent shall decide in its sole discretion;

Mandatory Prepayment. Borrower (i) The Borrowers will immediately prepay the Revolving Loans at any time to the extent the aggregate principal amount of all outstanding Revolving Loans and Letter of Credit Obligations exceed the Revolving Credit Cap. (ii) The Borrowers will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ending on December 31, 2007, 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)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrowers shall prepay the outstanding principal amount of the Term Loan until Paid (or, if the Term Loan has been paid in Full at full, the following times Revolving Loans) in an amount equal to 50% of the Excess Cash Flow of Omega and in the following amounts:its Subsidiaries for such Fiscal Year. (iiv) concurrently Subject to the provisions of Section 2.05(c)(vii), the Borrowers shall prepay the outstanding principal amount of the Term Loan (or, if the Term Loan has been repaid in full, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds received upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii) to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) for all such Dispositions shall exceed $500,000 since the Effective Date. Nothing contained in this subsection (iv) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (v) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness) or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than (A) sales or issuances made pursuant to the exercise of stock options or other incentive stock awards, (B) sales or issuances the proceeds from which are used to fund the Purchase Price for the Acquisition from the Seller, (C) sales or issuances the proceeds from which are used to fund the Purchase Price for any remaining shares of common stock of Omega held by the Seller after consummation of the Acquisition, (D) sales or issuances made in connection with Permitted Acquisitions and (E) the issuance or incurrence of Indebtedness or the sale or issuance of Capital Stock to any Loan Party), the Borrowers shall prepay the outstanding principal amount of the Term Loan (or, if the Term Loan has been repaid in full, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (v) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vi) Subject to the provisions of Section 2.05(c)(vii), upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Term Loan (or, if the Term Loan has been repaid in full, the Revolving Loans) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (vii) Notwithstanding the foregoing, with respect to Net Cash Proceeds; and (iiProceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition pursuant to Section 7.02(c)(ii) concurrently with or the receipt by any Loan Party of or any Net Cash Proceeds from any issuance of its equity securities (other than equity securities Subsidiaries of Extraordinary Receipts consisting of insurance proceeds that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan required to be reduced in principal amount used to not less than $30,000,000 from prepay the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower Loans pursuant to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.Section

Mandatory Prepayment. (i) Within 10 days after delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2005 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)(ii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrower shall prepay the outstanding principal amount of the Term Loan until Paid in Full at an amount equal to the following times Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year. (ii) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (other than a Permitted Disposition of the type described in clauses (b) and (c) of the definition of Permitted Disposition), the Borrower shall prepay the outstanding principal amount of the Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition; provided, however, that, if the completion of Exempt Foreign Dispositions shall have permitted Borrower to pay dividends on common shares of its Capital Stock pursuant to Section 7.02(s)(iii), then notwithstanding any provision contained in this Section 2.05(c)(ii) to the contrary, Borrower shall prepay the outstanding principal amount of the Term Loan in an amount equal to (A) 100% of the Net Cash Proceeds received by the Subsidiaries of Borrower from such Foreign Exempt Dispositions, less (B) the aggregate amount of the dividends actually paid in the following amounts:fiscal quarter ending March 31, 2005 by Borrower on the common shares of its Capital Stock in accordance with Section 7.02(s)(iii). Nothing contained in this clause (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (iiii) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), and (f) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided that in the case that the aggregate amount of Net Cash Proceeds from such sale or issuance is less than $5,000, the Borrower shall hold such Net Cash Proceeds until the earlier of (A) the next succeeding prepayment under this Section 2.05(c), or (B) when such amount of Net Cash Proceeds, when aggregated with other Net Cash Proceeds from subsequent sales or issuances of such Capital Stock, exceeds $5,000, at which time Borrower shall prepay all such Net Cash Proceeds. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from Extraordinary Receipts in excess of the first $25,000 of such Extraordinary Receipts received in any DispositionFiscal Year, the Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party Extraordinary Receipts, net of any Net Cash Proceeds from customary and reasonable expenses (including, without limitation, any issuance attorney, accountant or other professional fees) incurred in collecting such Extraordinary Receipts; provided, however, that, if the Borrower’s receipt of United States federal income tax refunds attributable to its fiscal year ended December 31, 2004 shall have permitted Borrower to pay dividends on common shares of its equity securities (other than equity securities that are issued Capital Stock pursuant to (x) ParentSection 7.02(s)(iv), (y) management of Parent, or (zthen notwithstanding any provision contained in this Section 2.05(c)(iv) to Persons that as the contrary, Borrower shall prepay the outstanding principal amount of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Term Loan in an amount equal to such Net Cash Proceeds; and (iiiA) within forty-five (45) days after the end 100% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromreceived by Borrower from all such United States federal income tax refunds, Borrowers shall, to less (B) the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is dividends actually paid in fullthe fiscal quarter ending June 30, after which 2005 by Borrower on the common shares of its Capital Stock in accordance with Section 7.02(s)(iv). Any payments required to be made under this Section 2.05(c)(iv) shall be applied as set forth in Section 2.05(d); provided, however, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may, on or prior to the date of any remaining Net Cash Proceeds may insurer’s payment of the proceeds of Extraordinary Receipts in the form of proceeds of insurance, by written notice to the Agents, request that the amount of the required prepayment, as set forth in this Section 2.05(c)(iv), not occur at such time and that such proceeds instead be used by to repair, replace or restore the casualty which precipitated receipt of such proceeds of insurance, with such notice setting forth in particular the proposed usage of such proceeds of insurance. If such notice is timely given and if, in the reasonable judgment of the Collateral Agent, the Loan Parties have Cash and Cash Equivalents and/or casualty and business interruption insurance proceeds in amounts sufficient to ensure that Borrower will be able to prepay further make payment as and when due of the LoanObligations that will be payable during the period of repair, replacement, or restoration, the Collateral Agent shall notify the applicable insurer to repay Senior Debt permit payment of such proceeds to Borrower, and Borrower shall be relieved of its obligation to make such mandatory prepayment at such time. If, within 270 days after the date of the Borrower’s receipt of the proceeds of such Extraordinary Receipts, the Borrower provides the Administrative Agent reasonably detailed reporting indicating that the Borrower has invested all or for a portion of such proceeds in assets used or useful in the business of the Borrower as it exists as of the date hereof, then the required prepayment shall be reduced on a dollar-for-dollar basis with the amount of the proceeds so invested; provided further, however, that if, on such 270th day all or any other corporate purpose portion of such proceeds have not in contravention been so invested, the portion remaining shall be used to make the required prepayment (as set forth above) as of any terms of this Agreementsuch 270th day.

Mandatory Prepayment. (a) The Borrower shall (x) prepay the Loan Term Loans until Paid paid in Full full and (y) thereafter repay Advances under the Revolving Facility, at the following times and in the following amounts: (i) concurrently with Within five (5) Business Days of the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds (it being understood that amounts being held for application pursuant to the provisions of clause (v) of paragraph (a) of the definition of the term “Net Cash Proceeds; and” shall not be required to be used to make any prepayment hereunder unless such Net Cash Proceeds are not so applied within the period described in such clause (v)); (ii) concurrently with Within five (5) Business Days of the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentsecurities, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to which and the contemplated PIPE or any similar offering whether extent to Persons that as of which the date hereof hold equity in Parent or otherwise) Loan Parties receive Net Cash Proceeds in an amount equal to such Net Cash Proceeds; (iii) Within five (5) Business Days of the receipt by any Loan Party of any net proceeds from any Life Insurance in excess of $500,000 (which such Loan Party shall be entitled to retain and apply to costs, expenses and compensation paid to or in connection with the recruitment and hiring of a replacement chief executive officer), in an amount equal to such net proceeds; and (iiiiv) within forty-five Within fifteen (4515) Business Days after delivery of the annual financial statements pursuant to Section 7.1(e)(i) (but in no event more than 135 days after the end of each Fiscal Quarter Year) (commencing with the Fiscal Quarter ending September 30, 2008Year 2006), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twentyseventy-five percent (2575%) of the Excess Cash Flow earned for such Fiscal Year; provided that for the Fiscal Year ending December 31, 2006, Excess Cash Flow shall be calculated for the period from the Closing Date to December 31, 2006, as reduced by any optional prepayments of the Loans pursuant to Section 3.4 during such prior Fiscal Quarterperiod. (b) Advances under the Revolving Facility shall be prepaid (immediately, without the necessity of any demand, and whether or not a Default or Event of Default has occurred) in an amount as shall be necessary at any time so that the aggregate amount of Advances under the Revolving Facility outstanding at any time does not exceed the Revolving Facility Commitment. (c) Any prepayment of the Loans pursuant to this Section 3.5 shall be applied in accordance with Section 3.8 as if such prepayment were an optional prepayment, provided that any prepayment pursuant to Section 3.5(a)(i) (solely with respect to Net Cash Proceeds from insurance proceeds not reinvested as described in clause (v) of Subsection (a) of the definition of Net Cash Proceeds), Section 3.5(a)(iii) or Section 3.5(a)(iv) shall not be subject to a prepayment premium. Notwithstanding clause (iiSection 3.5(a) above, if any mandatory prepayment occurs during the continuance of a Major Event of Default or results in or causes a Major Event of Default, then the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange provisions of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 10.3 shall apply.

Mandatory Prepayment. Borrower (a) 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 December 31, 2022, 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to (A) if the following times Leverage Ratio of the Parent and in its Subsidiaries as of the following amounts:last day of such Fiscal Year is greater than or equal to 2.75 to 1.00, 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Fiscal Year is less than 2.75 to 1.00, 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ib) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed for all such Dispositions $1,500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (c) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness, including, for the avoidance of doubt, CARES Act Indebtedness, CEBA Indebtedness and/or HASCAP Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuance and the Amendment No. 2 Equity Contribution), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (d) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith to the extent that (A) the aggregate amount of Extraordinary Receipts under clauses (c) (other than with respect to business interruption insurance) or (e) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed $1,500,000 in any Fiscal Year and (B) the aggregate amount of Extraordinary Receipts under clauses (a), (b), (c) (but only with respect to business interruption insurance), (d), (f) or (g) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed $5,000,000 over the term of this Agreement. (iiie) within forty-five Immediately upon receipt by the Borrowers of the proceeds of any (45A) days after the end of each Fiscal Quarter Permitted Cure Equity pursuant to Section 9.02 or (commencing with the Fiscal Quarter ending September 30, 2008B) Capex Equity Contribution pursuant to Section 7.03(a), the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent 100% of such proceeds. (50%f) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that would otherwise be required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 2,500,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Administrative Borrower delivers a certificate to the Agents within 5 days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (g) The Administrative Borrower shall provide written notice to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementthe Agents by 12:00 noon (New York City time) one Business Day prior to each mandatory prepayment hereunder.

Mandatory Prepayment. Borrower (a) If any Capital Stock or Indebtedness shall prepay the Loan until Paid be issued or incurred by any Credit Party (excluding any Indebtedness incurred in Full at the following times and in the following amounts: accordance with Section 6.01), an amount equal to (i) concurrently with 100% of the receipt by Net Cash Proceeds of such Indebtedness, and (ii) 75% of the Net Cash Proceeds of such Capital Stock, shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in paragraph (c) of this Section. (b) If on any Loan date any Credit Party of any shall receive Net Cash Proceeds from any DispositionRestricted Asset Sale or Recovery Event and Availability as of such date (as such term is defined in the Existing Credit Agreement) is more than $30,000,000, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in paragraph (c) of this Section; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Restricted Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,000,000 in any fiscal year of the Company and (ii) on each Reinvestment Prepayment Date, an amount equal to such Net Cash Proceeds; andthe Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in paragraph (c) of this Section. (iic) concurrently Amounts to be applied in connection with the receipt by any Loan Party prepayments made pursuant to Section 2.06 shall be applied in accordance with Section 2.18(a). The application of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued prepayment pursuant to (x) Parentthis Section shall be made, (y) management of Parentfirst, or (z) to Persons that as ABR Loans and, second, to Eurodollar Loans and shall be applied pro-rata to each remaining installment of the date hereof hold equity in Parent; but, without limitation Loans. Each prepayment of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant Loans under this Section shall be accompanied by accrued interest to the contemplated PIPE or any similar offering whether to Persons that as date of such prepayment on the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementprepaid.

Mandatory Prepayment. Borrower (i) Within five Business Days after 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 December 31, 2019, 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), within five Business Days after 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 Total Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) 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 the result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year, or (B) equal to or 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 (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year; provided that no mandatory prepayment shall be made under this Section 2.05(c)(i) unless and until the Term Loan ECF Mandatory Prepayment Conditions (as defined in the Intercreditor Agreement) have been satisfied, and if and to the extent the Term Loan ECF Mandatory Prepayment Conditions would not be satisfied immediately after giving effect to all or a portion of such prepayment of the Loans otherwise required under this paragraph (but for this proviso) for any Fiscal Year (the prepayment of the Loans not required to be made on account of this proviso, the "ECF Deferred Portion"), then (x) the Borrowers shall not make such prepayment of the Loans up to the amount of the ECF Deferred Portion for such Fiscal Year and (y) not later than the tenth (10th) day after the delivery of the financial statements required under Section 7.01(a)(i) for any fiscal month, the Borrowers shall prepay the Loans up to the cumulative ECF Deferred Portion for all Fiscal Years that has not been previously prepaid pursuant to this clause (y), to the extent the Term Loan until Paid in Full at the following times and in the following amounts:ECF Mandatory Prepayment Conditions can be satisfied with respect to any such prepayment. (iii) concurrently Within five Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within five Business Days after (A) the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or (B) an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within five Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end 100% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Black Forest Note from Administrative Agent as a prepayment of the Loans) shall exceed $250,000 in any remaining Net Cash ProceedsFiscal Year. (v) Notwithstanding the foregoing, until it is paid in full, after which any remaining with respect to Net Cash Proceeds may received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used by Borrower to prepay further the LoanObligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to repay Senior Debt $750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair or for any other corporate purpose restore properties or assets, or to acquire assets, used or useful in such Loan Party’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, (B) such proceeds are used by a Loan Party to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person’s business and constituting (1) Revolving Loan Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Revolving Loan Priority Collateral, (2) Term Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Term Priority Collateral, or (3) Revolving Loan Priority Collateral and Term Priority Collateral (in a percentage determined in good faith by the Agents and the Revolving Loan Agent) if the property or assets sold or disposed of or subject to casualty or condemnation constituted both Revolving Loan Priority Collateral and Term Priority Collateral, (C) the Borrowers deliver a certificate to the Agents within 30 days after such Disposition or loss, destruction or taking, or receipt of Extraordinary Receipts, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (D) such Net Cash Proceeds or Extraordinary Receipts are deposited in contravention an account subject to the dominion and control of the Collateral Agent, and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (C) above or (2) the instruction by the Administrative Agent upon the occurrence and during the continuance of an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; (vi) The Administrative Borrower shall provide the Administrative Agent with written notice of any terms mandatory prepayment required under this Section 2.05(c) no later than 1:00 p.m. 5 Business Days prior to the date of this Agreementsuch mandatory prepayment. Such notice shall specify the applicable provision under Section 2.05(c) pursuant to which such mandatory prepayment is being made.

Mandatory Prepayment. Borrower (i) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. (ii) The Borrowers will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) In the event that no Revolving Loans are then outstanding, the Borrowers will immediately prepay the Term Loans at any time when the aggregate principal amount of the Term Loans exceeds the Borrowing Base, to the full amount of such excess. Any payments required to be made under this subsection (iii) shall be applied as set forth in Section 2.05(d). (iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 6.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 26, 2004 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 6.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 6.01(a)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 65% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. Any payments required to be made under this subsection (iv) shall be applied as set forth in Section 2.05(d). (v) Immediately upon any Disposition by any Loan until Paid Party or its Subsidiaries pursuant to Section 6.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in Full at an amount equal to 65% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions since the Effective Date $250,000. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c)(ii). Any payments required to be made under this subsection (v) shall be applied as set forth in Section 2.05(d). (vi) Upon the following amounts: issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (g), (h), (i) concurrently with and (j) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrowers shall prepay the outstanding amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this subsection (vi) shall be applied as set forth in Section 2.05(d). (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 65% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this subsection (vii) shall be applied as set forth in Section 2.05(d). (viii) Notwithstanding the foregoing, (A) in connection with a Disposition under Section 2.05(c)(v) or receipt of insurance proceeds or condemnation awards pursuant to Section 2.05(c)(vii), up to $500,000 in the case of a Disposition and $1,000,000 in the case of insurance proceeds or condemnation awards, each in the aggregate in any 12-month period of the Net Cash Proceeds; and (ii) concurrently with Proceeds from such Disposition and Extraordinary Receipts from such insurance proceeds or condemnation awards, as the receipt case may be, received by any Loan Party or any of its Subsidiaries in connection therewith shall not be required to be applied to the prepayment of the Loans on such date to the extent such proceeds are used to replace, repair or restore the properties or assets used in such Loan Party’s or any of its Subsidiaries’ business in respect of which such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to or Extraordinary Receipts, as the case may be, were paid; provided that, (x) Parentno Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (y) management the Administrative Borrower delivers a certificate to the Agents within 5 days after such Disposition or 10 days after the date of Parentsuch loss, destruction or taking, as the case may be, stating that such proceeds shall be used to replace, repair or restore any such properties or assets to be used in such Loan Party’s or any of its Subsidiaries’ business within a period specified in such certificate not to exceed 90 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (z) such proceeds are deposited in an account subject to Persons that as a Control Agreement; and if all or any portion of such proceeds not so applied to the prepayment of the date hereof hold equity Loans are not used in Parent; butaccordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant such remaining portion shall be applied to the contemplated PIPE Loans as required by Section 2.05(c)(v) or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 20082.05(c)(vii), in an amount equal to fifty percent (50%) as applicable, on the last day of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) abovespecified period or immediately, in the event that Parent issues equity securities pursuant to the contemplated PIPE case of a Default or enters into any similar transaction involving the sale or exchange Event of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementDefault.

Mandatory Prepayment. (i) Within three (3) Business Days after 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 December 31, 2022 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), by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.06(c)(iv) in an amount equal to the following times result of (to the extent positive) (1) ECF Percentage of Holdings and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrower pursuant to Section 2.06(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.06(c)(iv) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(c)(iv) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(c)(iv) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.06(c)(iv) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv) within forty-five (45Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(c)(iv) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 250,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Obligations in accordance with Section 2.06(c)(ii) or Section 2.06(c)(iv) as applicable (vii) At any time prior to the date when all of the Additional Term Loan, Second Additional Term Loan and 2023 Incremental Revolving Loans have been voluntarily repaid in full in cash and the 2023 Incremental Revolving Commitments have been voluntarily terminated, when the aggregate amount of cash of the Loan Parties exceeds $2,000,000 for two (2) consecutive Business Days, the Borrower shall deposit on the next succeeding Business Day such excess amount, but only to repay Senior Debt or for any other corporate purpose the extent that the balance in the Blocked Account would not in contravention of any terms of this Agreementexceed $18,234,245.

Mandatory Prepayment. Borrower (a) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall prepay the Loan until Paid in Full be subject to mandatory prepayment if at the following times and in end of any fiscal year of Borrower, commencing with the following amounts: fiscal year ending December 31, 2007, (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal Total Leverage Ratio is less than 2.00 to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter1.00, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding clause fiscal year, and (ii) abovethe Total Leverage Ratio is equal to or greater than 2.00 to 1.00, in an amount equal to fifty percent (50%) of Excess Cash Flow for such fiscal year. Such mandatory prepayments shall be due and payable on that day which is one hundred twenty (120) days following the event that Parent issues equity securities pursuant last day of each fiscal year of Borrower and shall be applied to the contemplated PIPE or enters into any similar transaction involving remaining principal payments due on the sale or exchange Acquisition Term Loan in inverse order of equity securities, debt or convertible debt of Parent subsequent to their maturities. (b) If the Closing Date, after Borrowers have caused the Real Estate Term Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is has been paid in full, after which the Acquisition Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the insurance, condemnation or other proceeds received in connection with any remaining Net Cash Proceeds may be used casualty event, condemnation or other loss suffered by Borrower or any Subsidiary (“Event Proceeds”); provided, however, that (i) if such Event Proceeds are less than or equal to prepay further $500,000.00, no mandatory prepayment shall be required, such Event Proceeds shall be paid to Borrower, and Borrower shall use such Event Proceeds to repair or restore the Loanassets which gave rise to such Event Proceeds, and (ii) if such Event Proceeds are greater than $500,000.00, Agent may determine that no mandatory prepayment is to repay Senior Debt be required and that such Event Proceeds are to be paid to Borrower, and, in such event, Borrower shall use such Event Proceeds to repair or for restore the assets which gave rise to such Event Proceeds. Such mandatory prepayments shall be due on that date which is ten (10) days following the date on which Borrower or Agent receives any other corporate purpose not such Event Proceeds and shall be applied to the remaining principal payments due on the Acquisition Term Loan in contravention inverse order of their maturities. (c) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the net proceeds of any terms sale or other disposition of assets of Borrower or any Subsidiary (“Net Proceeds”); provided, however, that (i) if the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is less than $250,000.00, no mandatory prepayment shall be required, (ii) if (A) the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is equal to or greater than $250,000.00 but less than $1,000,000.00, and (B) Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien, no mandatory prepayment shall be required, and (iii) if the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is equal to or greater than $1,000,000.00, Agent may determine that no mandatory prepayment is to be required if Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien. Any such mandatory prepayments shall be due on that date which is ten (10) days following the date on which Borrower or Agent receives any such Net Proceeds which results in the obligation to make a mandatory prepayment, and shall be applied to the remaining principal payments due on the Acquisition Term Loan in inverse order of their maturities. Notwithstanding any provision of this AgreementAgreement or any Loan Document to the contrary, Borrower or any Subsidiary may sell or convey its assets, other than the assets described in the Pledge Agreements, free and clear of the Liens created by the Loan Documents, provided that any such sale or conveyance is subject to the provisions of, and in accordance with, this Section 4.5(c). (d) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the net proceeds from any issuance of debt securities, excluding any (i) proceeds from any issuance by Borrower of equity securities and (ii) cash proceeds used in conjunction with any acquisition; provided however, that the Senior Subordinated Note shall not constitute debt securities for purposes of this Section 4.5(d). Such mandatory prepayments shall be due on the date on which such debt securities are issued and shall be applied to the remaining principal payments due on the Acquisition Term Loan in inverse order of their maturities.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the [Reserved]. (ii) No later than five (5) Business Days following receipt by any Loan Party of any Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a) through (p) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Term Loan in accordance with ‎Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loan) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this ‎Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with ‎Section 7.02(c)(ii). (iiiii) concurrently (A) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Term Loan in accordance with ‎Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) no later than five (5) Business Days following receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities Equity Issuance (other than equity securities that are issued to (xany Excluded Equity Issuances) Parentby any Loan Party or any of its Subsidiaries, (y) management of Parent, or (z) to Persons that as the Borrower shall prepay the outstanding amount of the date hereof hold equity Term Loan in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with ‎Section 2.05(d) in an amount equal to such 50% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. The provisions of this ‎Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iiiiv) within forty-No later than five (455) days after Business Days following receipt by any Loan Party or any of its Subsidiaries of the end Net Cash Proceeds of each Fiscal Quarter (commencing any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Term Loan in accordance with the Fiscal Quarter ending September 30, 2008), ‎Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Black Forest Note Administrative Agent as a prepayment of the Term Loan) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to ‎Section 2.05(c)(ii) or ‎Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any remaining all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, until it is paid in full, (B) the Borrower delivers a certificate to the Administrative Agent within 7 days after which any remaining receipt of the Net Cash Proceeds of such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 90 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with ‎Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this Agreement‎Section 2.05(c)(iv) as applicable.

Mandatory Prepayment. (a) Borrower shall prepay repay the Loan Revolving Loans, until Paid in Full the balance thereof has been reduced to zero at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any upon there being Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party Borrower of any Net Cash Proceeds from any issuance of its equity securities (other than excluding Net Cash Proceeds from equity securities that are issued issuances in an aggregate amount of up to (x) Parent$100,000 for each Fiscal Year), (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds. (b) Borrower shall repay the Term Loan (with application to be made as set forth in Section 2.10.3) at the following times and in the following amounts: (i) in the case of excess Net Cash Proceeds from a Disposition described in any of clause (a), (c) and (d) of the definition thereof that remain after application having first been made to the outstanding principal balance of the Revolving Loans (if any) pursuant to Section 2.10.2(a)(i) above (the date of such application being a “Clause I Revolver Application Date” and the amount of Net Cash Proceeds remaining after such application being “Clause I Excess Proceeds”), to the extent such Clause I Excess Proceeds have not been reinvested by the applicable Portfolio Company or Outside Company (x) in assets that are useful to the business of the applicable Portfolio Company or Outside Company (in the case of a Disposition described in clause (a) of the definition thereof) or (y) to repair, replace or reconstruct the assets that were the subject of such Disposition (in the case of a Disposition described in clause (c) or (d) of the definition thereof), in each case within 180 days of such Clause I Revolver Application Date, in an amount equal to the balance of such remaining Clause I Excess Proceeds after the expiration of such 180-day reinvestment period; (ii) in the case of excess Net Cash Proceeds from a Disposition described in clause (b) of the definition thereof that remain after application having first been made to the outstanding principal balance of the Revolving Loans (if any) pursuant to Section 2.10.2(a)(i) above (the date of such application being a “Clause II Revolver Application Date” and the amount of Net Cash Proceeds remaining after such application being “Clause II Excess Proceeds”), to the extent such Clause II Excess Proceeds have not been reinvested by Borrower pursuant to Investments permitted to be made by Borrower pursuant to any of clauses (a), (b), (c) and (i) of Section 7.11 within 360 days of such Clause II Revolver Application Date, in an amount equal to the balance of such remaining Clause II Excess Proceeds after the expiration of such 360-day reinvestment period; and (iii) within forty-five in the case of excess Net Cash Proceeds from an issuance of equity securities that remain after application having first been made to the outstanding principal balance of the Revolving Loans pursuant to Section 2.10.2(a)(ii) above, immediately following such prior application to the Revolving Loans and in an amount equal to the balance of such Net Cash Proceeds (45provided, that the prepayment of the Term Loan provided for in this Section 2.10.2(b)(iii) shall not apply at a time when no Event of Default exists). (c) Within 120 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30, Year 2008), Borrower shall prepay the Loans in an amount equal to fifty percent (50%) % of the Excess Cash Flow earned during for such prior Fiscal QuarterYear; provided, until that such prepayment shall not apply to a Fiscal Year for which the Total Debt to EBITDA Ratio is less than 3.25:1.00 as of the last day of such Fiscal Year. Any such prepayment pursuant to this Section 2.10.2(c) shall be applied first, to the outstanding principal balance of the Revolving Loans (without a corresponding reduction of the Revolving Loan is reduced Commitments) and second, to the outstanding principal balance of the Term Loan. (d) If on any day the Revolving Outstandings exceed Borrowing Availability, whether pursuant to a reduction of the Revolving Loan Commitments pursuant to Section 2.9.2 or otherwise, Borrower shall immediately prepay Revolving Loans and/or cash collateralize the outstanding Letters of Credit in principal amount a manner acceptable to $30,000,000Agent, and, thereafteror do a combination of the foregoing, in an amount equal sufficient to twenty-five percent eliminate such excess. Borrower shall give written notice or telephonic notice (25%followed immediately by written confirmation thereof) to Agent not later than 11:00 a.m. Chicago time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of the Excess Cash Flow earned during Section 2.10.2, and Agent shall promptly notify each Lender of such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementnotice.

Mandatory Prepayment. (i) 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 December 31, 2024 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 Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year to the extent in excess of $500,000. Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this Section 2.05(c)(i) for any Fiscal Year shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Term Loans made pursuant to Section 2.05(b) during such Fiscal Year (other than optional prepayments made with the proceeds of any Indebtedness). Any Excess Cash Flow payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Excess Cash Flow (and, for avoidance of doubt, any related deductions in respect thereto) that is attributable to any Person or line of business acquired pursuant to a Permitted Acquisition or Investment permitted xxxxxxxxx and that accrues prior to the closing date of the applicable Permitted Acquisition or Investment permitted hereunder. (ii) Promptly following any Disposition, which is not permitted or any Permitted Dispositions under clauses (h) or (j) of the definition of Permitted Disposition by any Loan until Paid Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 100% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year and not to exceed $1,000,000 in the following amounts:aggregate over the term of this Agreement (and, for the avoidance of doubt, only by the amount in excess thereof); provided, that the Borrower shall not be required to make such prepayment to the extent (A) such Net Cash Proceeds are reinvested in property that is useful in the business of the Loan Parties, in which the Administrative Agent will have a first-priority perfected Lien (to the extent such disposed property constituted Collateral), within 180 days of the date of such Disposition (it being understood that such prepayment shall be due immediately upon the expiration of such 180-day period if not reinvested), and (B) no Default or Event of Default exists or would result therefrom. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiii) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by such Person (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for all such Extraordinary Receipts in any Fiscal Year and not to exceed $1,000,000 in the aggregate over the term of this Agreement (and, for the avoidance of doubt, only by the amount in excess thereof); provided that the Borrowers shall not be required to make such prepayment to the extent (A) such Net Cash Proceeds; andProceeds are reinvested in property that is useful in the business of the Loan Parties, in which the Administrative Agent will have a first-priority perfected Lien (to the extent such property subject to Extraordinary Receipts constituted Collateral), within 180 days of the date of such Extraordinary Receipt (it being understood that such prepayment shall be due immediately upon the expiration of such 180-day period), and (B) no Default or Event of Default exists or would result therefrom. (iiiv) within forty-five (45Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that the repatriation to the United States of any or all of the Net Cash Proceeds of any mandatory prepayment by a Foreign Subsidiary (other than any Foreign Subsidiary that is a Loan Party) (“Foreign Prepayment Event”) or the Excess Cash Flow earned during such prior Fiscal Quarteris attributed to a Foreign Subsidiary that is not a Loan Party (“Foreign Excess Cash Flow”) would be (x) prohibited, until the Loan restricted or delayed by applicable local law or (y) restricted by applicable material constituent documents of a Foreign Subsidiary that is reduced not Wholly-Owned and not created in principal amount to $30,000,000contemplation of this Section 2.05(c)(vi), and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromor Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay the Obligations at the times provided in this Section 2.05(c) so long, Borrowers shallbut only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.United States and

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts:#97100791v3 (i) concurrently [Reserved]. (ii) [Intentionally Omitted]. (iii) [Intentionally Omitted]. (iv) Within five (5) Business Days of delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2022 (or, if such financial statements are not delivered to the Agents on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), five (5) Business Days after the date such statements are required to be delivered to the Agents pursuant to Section 7.01(a)(ii)), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to the result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (2) the amount of any voluntary prepayments of the Term Loans made during such Fiscal Year. (v) Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (other than a Disposition pursuant to clauses (b), (c), (d), (f), (g), (h), (i), (j) and (k) of the definition of “Permitted Disposition”) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the extent that the aggregate amount thereof received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or #97100791v3 condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Disposition, in an amount equal all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets used in the Parent’s and its Subsidiaries’ business, provided that, (iiA) concurrently with no Event of Default has occurred and is continuing on the receipt by any Loan Party of any date such Person receives such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, (yB) management the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after the receipt of Parentsuch Net Cash Proceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are deposited in an account of a Loan Party listed on Schedule 6.01(v) and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (z2) the occurrence of an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to Persons that prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable. (ix) Within three (3) Business Days after receipt by the Borrowers of the date hereof hold equity proceeds of any Permitted Cure Equity pursuant to Section 9.02 in Parent; butrespect of any noncompliance with the financial covenants set forth in Section 7.03, without limitation the Borrowers shall prepay the outstanding principal amount of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of such Net Cash Proceeds; andproceeds. (iiix) within forty-five Within one (451) days Business Day after any initial public offering where the end Borrowers, or any direct or indirect parent of each Fiscal Quarter the Borrowers, receive net proceeds of at least $200,000,000 (commencing with for the Fiscal Quarter ending September 30avoidance of doubt, 2008), such proceeds shall be net of any related fees and expenses) the Borrowers shall prepay the Term Loans (or offer to prepay the Term Loans at par) in an amount equal to fifty percent (50%) the amount of such proceeds remaining after giving effect to the repurchase of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafterXxxxxxxxx Preferred Equity; provided that, in an amount equal no event shall the prepayments required to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) abovebe made pursuant to this Section 2.05(c)(x), exceed $60,000,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementaggregate.

Mandatory Prepayment. (a) Borrower shall prepay the Loan until Paid Term Loans (which prepayment shall be subject to Section 2.9.3), in Full each case, at the following times and in the following amounts: (i) [reserved]; (ii) [reserved]; (iii) concurrently with the receipt by Holdings or any Loan Party of its Subsidiaries of any Net Cash Proceeds from any Dispositionissuances, in offerings, placements of debt obligations of Borrower or its Subsidiaries or any other incurrence of Debt (other than Debt permitted pursuant to Section 7.1), an amount equal to 100% of such Net Cash Proceeds; (iv) no later than five (5) Business Days following the receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds resulting from a Disposition (other than a Casualty/Condemnation Event, but including any sale or issuance of any Equity Interests of any Subsidiary to a Person that is not a Loan Party (to the extent such sale or issuance is permitted hereunder)), an amount equal to 100% of such Net Cash Proceeds; (v) immediately upon a Change of Control, an amount equal to 100% of the principal amount of the Loans and all other Obligations then outstanding; (vi) [reserved]; (vii) no later than five (5) Business Days following the receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds resulting from a Casualty/Condemnation Event, an amount equal to 100% of such Net Cash Proceeds; and (iiviii) concurrently with no later than five (5) Business Days following the receipt by Holdings or any Loan Party of its Subsidiaries of any Net Cash Proceeds resulting from any issuance of its equity securities (other than equity securities that are issued to (x) Parentan Extraordinary Receipt, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to 100% of such Net Cash Proceeds; and. (iiib) within forty-five [Reserved]. (45c) days after Borrower shall notify Agent in writing of any mandatory prepayment under this Section 2.9.2 no later than three (3) Business Days prior to the end date on which such prepayment is required to be made hereunder (or such later date as may be acceptable to Agent (acting at the direction of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Required Lenders)), in an which notice shall include a reasonably detailed calculation of the amount equal of such prepayment so required to fifty percent be made. Agent shall promptly notify each Lender of its receipt of such notice. Each Lender may elect, by written notice to Agent no later than one (50%1) Business Day prior to the date on which such prepayment is required to be made hereunder, to decline all (but not less than all) of its Pro Rata Share of such prepayment (the Excess Cash Flow earned during amount of any such prior Fiscal Quarterprepayment that is so declined, until the Loan is reduced “Declined Proceeds”). To the extent any Lender fails to notify Agent within the time frame set forth above, such Lender shall be deemed to have elected to accept such prepayment in principal amount full. Declined Proceeds shall first be offered to $30,000,000any Lender that has not elected to decline its Pro Rata Share of such prepayment in accordance with its Pro Rata Share of such Declined Proceeds, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Declined Proceeds may be used retained by Borrower to prepay further the Loan, to repay Senior Debt or and used for any purpose permitted by this Agreement (other corporate purpose not in contravention of any terms of this Agreementthan to make Restricted Payments).

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with Subject to clause (ii) below, if (A) any Note Party or any Subsidiary thereof Transfers any assets or property (other than any Transfer permitted by clauses (i) through (iv) of Section 7(t)) or (B) any Insurance/Condemnation Event in respect of any assets or property of any Note Party or any Subsidiary thereof occurs, in each case which results in the realization or receipt by a Note Party or any Loan Subsidiary thereof of Net Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five (5) Business Days after the date of such realization or receipt by such Note Party of any such Net Cash Proceeds from any DispositionProceeds, an aggregate principal amount of the Notes in an amount equal to 100% of all such Net Cash Proceeds; andProceeds realized or received. Any such prepayment shall be reflected on the Conversion/PIK Schedule, containing at a minimum the information shown on Schedule 1 hereto. (ii) concurrently So long as no Default or Event of Default has occurred and is continuing, with the receipt by any Loan Party of respect to any Net Cash Proceeds from realized or received with respect to any issuance of its equity securities (other than equity securities that are issued to (x) ParentInsurance/Condemnation Event, (y) management of Parent, or (z) to Persons that as at the option of the date hereof hold equity in Parent; butBorrower, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE applicable Note Party or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in Subsidiary may reinvest an amount equal to all or any portion of such Net Cash Proceeds; and Proceeds to replace the assets or property subject to such Insurance/Condemnation Event (iiiwhich assets or property may, for the avoidance of doubt, be replaced with assets or property that are substantially similar to such assets or property subject to such Insurance/Condemnation Even) within forty-five (45A) six (6) months following receipt of such Net Proceeds or (B) if the applicable Note Party or Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds to replace such assets or property within six (6) months following receipt thereof, ninety (90) days after the end six (6) month period that follow receipt of each Fiscal Quarter (commencing with such Net Proceeds; provided that if any Net Proceeds are not so reinvested by the Fiscal Quarter ending September 30, 2008), deadline specified in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (iiA) or (B) above, in the event that Parent issues equity securities pursuant as applicable, or if any such Net Proceeds are no longer intended to be or cannot be so reinvested, any such Net Proceeds shall be applied to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount prepayment of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Notes as set forth in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 2(c)(i).

Mandatory Prepayment. 11.1 EXCESS CASH FLOW Following the Senior Discharge Date, if in respect of the financial year ending 31 December 2002 or any financial year thereafter the Financial Group achieves any Excess Cash Flow (calculated by reference to the audited consolidated financial statements of the Financial Group for the relevant financial year), the Borrower shall, within one hundred and twenty (120) days of the end of such financial year notify the Agent of the amount of such Excess Cash Flow and an amount equal to 75% of such Excess Cash Flow shall, upon such notification, be applied in prepayment and cancellation of the Facility in accordance with Clause 11.4 (ORDER OF PAYMENT) immediately or, if the Borrower so decides, on the next following Interest Payment Date, PROVIDED THAT if, in respect of any financial year, the ratio of Total Debt (calculated on the last day of such financial year) to Annualised EBITDA is less than 2.5:1.00, then no such prepayment and cancellation of the Facility shall prepay be made in respect of such financial year. 11.2 DISPOSALS Subject to the Loan until Paid in Full at terms of the following times and in Intercreditor Agreement, an amount equal to: (a) any Disposal Consideration received by any member of the following amountsGroup from any Asset Disposal less any Permitted Disposal Expenses; and (b) any excess of estimated corporation tax or trade tax referable to an Asset Disposal over the amounts of such tax actually payable, shall: (i) concurrently with in relation to the disposal of a revenue generating asset (which shall include any System and System Assets and shares of Material Group Companies, Subscriber Agreements and other revenue generating assets), on the first Business Day falling 120 days after receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceedsthereof; and (ii) concurrently with in relation to the receipt by any Loan Party disposal of any Net Cash Proceeds from any issuance of its equity securities an asset (other than equity securities that are issued to a revenue generating asset described in (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (iii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall), to the extent provided the aggregate of Disposal Consideration received for any such Asset Disposals in any financial year exceeds EURO 250,000, on receipt, be applied in prepayment and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount cancellation of the Black Forest Note from any remaining Net Cash ProceedsFacility in accordance with Clause 11.4 (ORDER OF PAYMENT) unless, until it is paid in fullthe case of (i) above, after which any remaining Net Cash Proceeds may be used by such amounts are reinvested in the Group in equivalent revenue generating assets and for equivalent or better value within 120 days of the receipt thereof. The Borrower to prepay further shall notify the Loan, to repay Senior Debt or for any other corporate purpose not in contravention Agent promptly upon receipt of any terms of this Agreementamounts referred to in (a) or (b) above.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with Upon the receipt by any Loan Party occurrence of any Net Cash (a) a Catastrophic Loss, or (b) a Material Loss in the event that the Company does not use the Loss Proceeds from any Dispositionreceived to rebuild or repair the Pipeline or otherwise render the Pipeline fit for normal use, the Company shall prepay Notes in an amount equal to the Pro Rata Portion of the Loss Proceeds (which Pro Rata Portion shall be calculated as at the date which is two Business Days prior to the Determination Date (as defined below) of the Notes to be prepaid), in whole or in part ratably among the holders of the Notes at a prepayment price equal to all unpaid principal thereof plus accrued and unpaid interest thereon to and on a date to be determined by the Company, which date shall fall within three (3) months after the date on which the Loss Proceeds are received by or on behalf of the Company (such Net Cash Proceeds; anddate, the “Determination Date”). (ii) concurrently Subject to the requirements set forth in clause (iii) below, the Company shall, at least 60 days prior to the Determination Date as established by the Company (unless a shorter notice period shall be specified with respect to the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, same redemption or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued repayment event pursuant to the contemplated PIPE Senior Indenture, the Senior Loan Agreement, or any similar offering whether the Senior 2009 Notes Agreement), deliver to Persons that as each holder of Notes a notice specifying (a) the event giving rise or potentially giving rise to a mandatory prepayment pursuant to Section 8.7(i), (b) the Determination Oat to be established hereunder, (c) the prepayment price, (d) the aggregate principal amount of the date hereof hold equity Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in Parent accordance with Section 8.3) and (e) that the prepayment price shall be wire transferred (in immediately available funds) to the holder of each Note being prepaid. The Company shall, no later than 45 days prior to the Determination Date, deliver to each holder of Notes a certificate of a Senior Financial Officer, describing the occurrence of the event and an estimate of the amount of the Catastrophic Loss or otherwise) in an amount equal to such Net Cash Proceeds; andMaterial Loss, as the case may be. (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal The Notes shall also be subject to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities mandatory prepayment pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange provisions of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 10.1(A).

Mandatory Prepayment. (i) Within three (3) Business Days after 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 December 31, 2022 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), by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.06(d) in an amount equal to the following times result of (to the extent positive) (1) ECF Percentage of Holdings and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrower pursuant to Section 2.06(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.06(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv) within forty-five (45Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 250,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the LoanObligations in accordance with Section 2.06(c)(ii) or Section 2.06(c)(iv) as applicable (vii) At any time prior to the date when all of the 2023 Incremental Revolving Loans have been voluntarily repaid in full in cash and the 2023 Incremental Revolving Commitments have been voluntarily terminated, when the aggregate amount of cash of the Loan Parties exceeds $2,000,000 for two (2) consecutive Business Days, the Borrower shall deposit (on the third day (or, if not a Business Day, the next succeeding Business Day) such excess amount but only to repay Senior Debt or for any other corporate purpose the extent that the balance in the Blocked Account would not in contravention of any terms of this Agreementexceed $3,000,000.

Mandatory Prepayment. Borrower shall prepay For the Loan until Paid in Full at fiscal year ending 2014, within five Business Days after the following times date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and in the following amounts: (irelated Compliance Certificate has been delivered pursuant to Section 6.02(a) concurrently with of the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, Nexstar Credit Agreement and (y) management at all times thereafter, within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of ParentTerm Loans, or Nexstar Term Loans and Mission Term Loans (z) to Persons that as allocated between the Term Loans, Nexstar Term Loans and Mission Term Loans at the discretion of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseBorrower) in an amount equal to (A) 50% (such Net percentage as it may be reduced as described below, the "ECF Percentage") of Excess Cash Proceeds; and (iii) within forty-five (45) days after Flow, if any, for the end of each Fiscal Quarter fiscal year covered by such financial statements (commencing with the Fiscal Quarter fiscal year ending September 30December 31, 20082014), minus (B) the sum of (1) all voluntary prepayments of Term Loans, Nexstar Term Loans (other than the Nexstar Fifth Amendment Voluntary Prepayment) and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments, Nexstar Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in an amount equal to fifty percent (50%such calculation) of the Excess Cash Flow earned during such prior Fiscal Quarterfiscal year and (2) all voluntary prepayments of Revolving Credit Loans, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned Nexstar Revolving Credit Loans and Mission Revolving Credit Loans during such prior Fiscal Quarter. Notwithstanding clause (ii) abovefiscal year to the extent the Revolving Credit Commitments, Nexstar Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the event that Parent issues equity securities pursuant to case of each of the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallimmediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided in that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and permitted greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower such financial statements was less than or equal to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement2.5:1.0.

Mandatory Prepayment. If at any time (including, without limitation, upon the Commitment Step-Down Date) the sum of (A) the aggregate principal amount of all Revolving Loans outstanding, (B) the aggregate Letter of Credit Amount of all Letters of Credit outstanding, (C) the aggregate amount of unreimbursed drawings under all Letters of Credit, and (D) the aggregate principal amount of all Swing Line Loans outstanding, exceeds the Aggregate Revolving Loan Commitment, then the Borrower shall immediately, without notice or request by the Agent, prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Revolving Loans and/or make a Cash Collateral Deposit with the receipt by any Loan Party respect to Letters of any Net Cash Proceeds from any Disposition, Credit in an aggregate amount equal to such Net Cash Proceedsexcess. (e) Section 2.22(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) The Borrower may, by written notice to the Agent (each, a “Commitment Increase Notice”), at any time prior to the Revolving Loan Commitment Expiration Date, request increases of the Aggregate Revolving Loan Commitment (a “Revolving Commitment Increase”); and provided that (i) the Aggregate Revolving Loan Commitment after giving effect to the Revolving Commitment Increase shall not exceed (x) for the period commencing on the Second Amendment Effective Date and ending on the Commitment Step-Down Date, $200,000,000 and (y) thereafter, $150,000,000 (the “Maximum Commitment Amount”); (ii) concurrently with the receipt by any Loan Party Borrower may exercise such increase request option up to three times during the term of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parentthis Agreement; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) exercise of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced increase request option shall be in a minimum principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from 10,000,000; provided that the Net Cash Proceeds therefromexercise of such increase request option may be less than $10,000,000 if the unused portion of the Maximum Commitment Amount is less than $10,000,000, Borrowers shall, to so long as the extent provided in and permitted by request is for the Black Forest Subordination Agreement, pay the then outstanding principal full amount of the Black Forest Note from any remaining Net Cash ProceedsMaximum Commitment Amount, until it and (iv) after giving effect to such Revolving Commitment Increase, calculated on a pro forma basis, no Default or Event of Default has occurred and is paid in full, after which any remaining Net Cash Proceeds may continuing or would be used caused by Borrower the consummation of such Revolving Commitment Increase.” (f) Schedule A to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementCredit Agreement is replaced with Annex A hereto.

Mandatory Prepayment. (i) The Borrower will prepay the Revolving Loans within 1 Business Day of any date that the aggregate principal amount of all Revolving Loans exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent’s Account, to the payment, in whole or in part, of the Obligations in accordance with Section 4.04(b); provided, however, that so long as no Event of Default has occurred and is continuing, the foregoing shall not apply to amounts that are prepaid or required to be prepaid in accordance with the provisions hereof. (iv) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2007 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)(ii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrower shall, (A) if such financial statements demonstrate that the Senior Leverage Ratio of the Parent and its Subsidiaries is greater than or equal to 3.0:1.0, prepay the outstanding principal amount of the Loans in an amount equal to the result of (y) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (z) the amount of all voluntary prepayments of the Term Loan made during such Fiscal Year pursuant to Section 2.05(b)(ii), or (B) if such financial statements demonstrate that the Senior Leverage Ratio of the Parent and its Subsidiaries is less than 3:0:1.0, prepay the outstanding principal amount of the Loans in an amount equal to the result of (y) 25% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (z) the amount of all voluntary prepayments of the Term Loan made during such Fiscal Year pursuant to Section 2.05(b)(ii). (v) Within 3 Business Days following the receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (other than a Permitted Disposition of the type described in clauses (b), (c), or (l) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by any Loan until Paid Party and its Subsidiaries (and not paid to Administrative Agent as a prepayment of the Obligations) for all such Dispositions shall exceed $500,000 in Full at any Fiscal Year. Notwithstanding anything to the following times contrary contained herein, so long as no Default or an Event of Default shall have occurred and be continuing, the proceeds of Dispositions shall not be required to be applied in mandatory prepayment of the Loans (the “Reinvestment Option”) so long as (A) such proceeds are used to replace the properties or assets in respect of which such proceeds were paid or to acquire other properties assets which are useful to the Borrower in the following amounts:ordinary course of its business, consistent with past practices, including Permitted Acquisitions (the “Disposition Permitted Uses”), (B) the Borrower delivers a certificate (a “Reinvestment Notice”) to the Agents within 15 days after the date of the Disposition, stating that such proceeds shall be used for one of the Disposition Permitted Uses within a period specified in the Reinvestment Notice not to exceed the earlier of (1) 180 days after the receipt of such proceeds (provided that if the Borrower becomes subject, within 180 days after the receipt of such proceeds, to a binding obligation to use the proceeds for one of the Disposition Permitted Uses, such 180 day period shall be extended to a 360 day period), and (2) the Final Maturity Date, and (C) such proceeds are deposited in a deposit account subject to a Account Control Agreement; provided that the Reinvestment Option shall in no event be available for (x) the proceeds from a Permitted Disposition of the type described in clause (d) of the definition of Permitted Dispositions, (y) the proceeds from a Permitted Acquisition Disposition if the consideration paid or payable in respect of the Subject Proposed Acquisition is solely Excess Cash Flow Consideration, or (z) a portion of the proceeds from a Permitted Acquisition Disposition if the consideration paid or payable in respect of the Subject Proposed Acquisition is both Excess Cash Flow Consideration and Non-Excess Cash Flow Consideration in an amount equal to the total value of all proceeds received from such Permitted Acquisition Disposition multiplied by a fraction, the numerator of which is the value of the Excess Cash Flow Consideration paid or payable in respect of the Subject Proposed Acquisition and the denominator of which is the total value of all consideration paid or payable in respect of the Subject Proposed Acquisition. If all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the Reinvestment Notice furnished pursuant to this subsection (v), such remaining portion shall be applied to the Loans in accordance with Section 2.05(d) on the last day of such specified period. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (ivi) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f), or (h) of the definition of Permitted Indebtedness and other than Subordinated Indebtedness incurred to finance a Permitted Acquisition), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (vii) Within 3 Business Days following the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than (A) pursuant to the exercise of stock options issued by the Parent in connection with any stock incentive plan or other employee incentive plan, (B) to the extent used to finance a Permitted Acquisition, and (C) so long as no Default or Event of Default has occurred and is continuing, to the extent sold or issued in connection with a Qualified IPO), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions of this Agreement. (viii) Within 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Net Cash Proceeds; and Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Notwithstanding anything to the contrary contained herein, so long as no Default or an Event of Default shall have occurred and be continuing, proceeds of Extraordinary Receipts described in clause (ii) concurrently of the definition of Extraordinary Receipts shall not be required to be applied in mandatory prepayment of the Loans so long as (x) such proceeds are used to replace, repair or restore the properties or assets in respect of which such proceeds were paid or to acquire other properties or assets which are useful to the Borrower in the ordinary course of its business, consistent with past practices (the “Extraordinary Receipts Permitted Uses”), (y) the Borrower delivers a Reinvestment Notice to the Agents within 15 days after the date of the loss or destruction, as the case may be, stating that such proceeds will be used for one of the Extraordinary Receipts Permitted Uses within a period specified in the Reinvestment Notice not to exceed the earlier of (A) 180 days after the receipt of such proceeds (provided that if the Borrower becomes subject, within 180 days after the receipt of such proceeds, to a binding obligation to use the proceeds for one of the Extraordinary Receipts Permitted Uses, such 180 day period shall be extended to a 360 day period), and (B) the Final Maturity Date, and (z) such proceeds are deposited in a deposit account subject to a Account Control Agreement. If all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the Reinvestment Notice furnished pursuant this subsection (viii), such remaining portion shall be applied to the Loans in accordance with Section 2.05(d) on the last day of such specified period. (ix) Within 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentforeign, United States, state or local tax refunds, the Borrower shall, (yA) management if (1) the Senior Leverage Ratio of Parent, the Parent and its Subsidiaries is greater than or (z) equal to Persons that 3.00:1.00 as of the date hereof hold equity in Parent; butof such receipt, without limitation or (2) the Senior Leverage Ratio of the foregoing, Parent and for avoidance of any doubt, inclusive of any equity securities issued pursuant its Subsidiaries was greater than or equal to the contemplated PIPE or any similar offering whether to Persons that 3.00:1.00 as of the date hereof hold equity in Parent or otherwise) last day of the tax period related to such refund, prepay the outstanding principal of the Loans in an amount equal to 50% of such Net Cash Proceeds; and refunds, net of any reasonable expenses incurred in collecting such refunds, or (iiiB) within forty-five if (451) days after the end Senior Leverage Ratio of each Fiscal Quarter the Parent and its Subsidiaries is less than 3.00:1.00 as of the date of such receipt, or (commencing with 2) the Fiscal Quarter ending September 30Senior Leverage Ratio of the Parent and its Subsidiaries was less than 3.00:1.00 as of the last day of the tax period related to such refund, 2008), prepay the outstanding principal of the Loans in an amount equal to fifty percent (50%) 25% of the Excess Cash Flow earned during such prior Fiscal Quarterrefunds, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention net of any terms of this Agreementreasonable expenses incurred in collecting such refunds .

Mandatory Prepayment. (a) The Borrower shall be required to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the upon receipt by any Loan Party the Borrower of Insurance Proceeds as required pursuant to Section 8.10 (Insurance and Condemnation Proceeds Account); (ii) upon receipt by the Borrower of Condemnation Proceeds, as required pursuant to Section 8.10 (Insurance and Condemnation Proceeds Account); (iii) upon receipt of any Net Cash Project Document Termination Payments, as required pursuant to Section Section 8.11 (Extraordinary Proceeds from any Disposition, in an amount equal to such Net Cash ProceedsAccount); and (iiiv) concurrently with the upon receipt by any Loan Party of proceeds of any Net Cash Proceeds from any issuance of its equity securities asset disposal (other than equity securities proceeds received from the sale of Products) that are issued not used for replacement, as required pursuant to Section Section 8.11 (xExtraordinary Proceeds Account). (b) ParentThe Borrower shall be required to prepay the Term Loans: (i) on each Quarterly Payment Date, as required pursuant to priorities tenth and eleventh of Section 8.04(b) (yRevenue Account); (ii) management of Parenton any Quarterly Payment Date, if required pursuant to Sections 8.09(c)(ii) or (zd)(i) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds(Prepayment Holding Account); and (iii) within forty-five (45) days after on the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30Conversion Date, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities if required pursuant to Section 8.04(c) (Revenue Account). (c) The Borrower shall be required to prepay the contemplated PIPE or enters into any similar transaction involving Working Capital Loans if a Borrowing Base Certificate demonstrates that the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then then-outstanding principal amount of the Black Forest Note from Working Capital Loans exceeds the then-effective Working Capital Commitment or the Working Capital Loan Available Amount, within three (3) Business Days following the delivery of such Borrowing Base Certificate, in the amount of such excess. (d) All prepayments under this Section 3.10 shall be made by the Borrower to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any remaining Net Cash Proceedsadditional amounts required to be paid under Section 4.05 (Funding Losses). (e) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(c) shall be allocated by the Administrative Agent: (i) first, until it is to the Construction Loans or Term Loans, as the case may be, pro rata among the Construction/Term Lenders in proportion to their respective principal amounts of outstanding Construction Loans or Term Loans, as the case may be; (ii) second, if all outstanding Construction Loans or Term Loans, as the case may be, have been paid in full, after to the Working Capital Loans, pro rata among the Working Capital Lenders in proportion to their respective principal amounts of outstanding Working Capital Loans (and the Aggregate Working Capital Loan Commitment shall be reduced by an amount equal to the amount so applied); (iii) third, to the XX Xxxx Collateral Sub-Account in an amount up to the Maximum Available Amounts under all Letters of Credit then outstanding as cash collateral to secure the repayment of any Working Capital Loans that may result from a draw on any such Letter of Credit; and (iv) fourth, if all outstanding Working Capital Loans have been paid in full, and all Letters of Credit have been cash collateralized in full in accordance with priority third above, to fund the Working Capital Reserve Account (and the Aggregate Working Capital Loan Commitment shall be reduced by an amount equal to the amount so applied). (f) Amounts of Construction Loans, Term Loans and Working Capital Loans prepaid pursuant to this Section 3.10 may not be reborrowed, with the exception of any Working Capital Loans prepaid pursuant to paragraph (c) of this Section 3.10 which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreborrowed.

Mandatory Prepayment. Borrower (i) 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 ending December 31, 2015 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year (or, if Consolidated Adjusted EBITDA for the applicable Fiscal Year exceeds $50,000,000, 50% of Excess Cash Flow of Parent and its Subsidiaries for such Fiscal Year) minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (and, in the following amounts:case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) for such Fiscal Year. For purposes of this Section 2.05(c)(i), all calculations made with respect to the Fiscal Year ending December 31, 2015, shall take into account the results of operations of the Parent and its Subsidiaries for the period beginning on the Effective Date and ending on December 31, 2015. Notwithstanding the foregoing, if, after giving effect to any payment under this Section 2.05(c)(i), the sum of Excess Availability plus all unrestricted cash of the Loan Parties that is subject to a Control Agreement in favor of the Collateral Agent would be less than $1,500,000, such payment shall not be required to be made until such time as after giving effect to such payment, the sum of Excess Availability plus all unrestricted cash of the Loan Parties that is subject to a Control Agreement in favor of the Collateral Agent would be equal to or greater than $1,500,000; provided, that if at any time a portion of such payment would be permitted to be made, the Borrowers shall be required to make such payment in the maximum amount permitted to be paid at such time to the extent requested by the Required Lenders. (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $3,000,000 for all such Dispositions during the term of this Agreement. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans shall exceed $250,000 for all such Extraordinary Receipts during the term of this Agreement. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,000,000 during the term of this Agreement of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to acquire, improve, replace, repair or restore properties or assets (other than current assets) useful in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent on the date of receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to acquire, improve, replace, repair or restore properties or assets (other than current assets) useful in such Person's business within forty-five (45) a period specified in such certificate not to exceed 365 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Borrowers shallwill immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base (as determined pursuant to the most-recently delivered Borrowing Base Certificate), to the full extent provided of any such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base (as determined pursuant to the most-recently delivered Borrowing Base Certificate) equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. (vii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in and permitted by the Black Forest Subordination AgreementAdministrative Agent's Account, pay to the then payment, in whole or in part, of the outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementRevolving Loans.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Loan until Paid in Full at Credit Facilities (to be allocated pro rata among the following times and outstanding Credit Extensions under all Credit Facilities) in the following amounts: : (iA) concurrently with within five (5) Business Days after the receipt by date on which any Loan Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of any Net Cash Proceeds from any Disposition[***] ($[***]) for property, in respect of assets upon which Agent has been granted a Lien, an amount equal to [***] ([***]%) of of such Net Cash Proceedsproceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and and (iiB) concurrently with the within five (5) Business Days after receipt by any Loan Credit Party of the proceeds of any Net Cash Proceeds from any issuance asset disposition of its equity securities personal property not made in the Ordinary Course of Business (other than equity securities that are issued to (xtransfers permitted by Section 7.1) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and [***] (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50[***]%) of the Excess Cash Flow earned net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to [***] ($[***]) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such prior Fiscal Quartercasualty policy shall, until at the Loan is reduced in principal amount option of Agent, be payable to $30,000,000Agent, and, thereafter, in an amount equal to twenty-five percent (25%) for the ratable benefit of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) aboveLenders, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount on account of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementObligations.

Mandatory Prepayment. Borrower (i) 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 ending December 31, 2018 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (1) 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 for the applicable Fiscal Year is less than 1.25:1.00, 50% of Excess Cash Flow of Parent and its Subsidiaries for such Fiscal Year) minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (and, in the following amounts:case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) for such Fiscal Year. For purposes of this Section 2.05(c)(i), all calculations made with respect to the Fiscal Year ending December 31, 2018, shall take into account the results of operations of the Parent and its Subsidiaries for the period beginning on the Effective Date and ending on December 31, 2018. (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $3,000,000 for all such Dispositions during the term of this Agreement. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Extraordinary Receipts during the term of this Agreement. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,000,000 during the term of this Agreement of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to acquire, improve, replace, repair or restore properties or assets (other than current assets) useful in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent on the date of receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to acquire, improve, replace, repair or restore properties or assets (other than current assets) useful in such Person’s business within forty-five (45) a period specified in such certificate not to exceed 365 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. Borrower (i) 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 December 31, 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 U.S. Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to the lesser of $5,000,000 and an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iiiii) within forty-five Immediately upon any Disposition (45) days after the end of each Fiscal Quarter excluding Dispositions which qualify as Permitted Dispositions under clauses (commencing with the Fiscal Quarter ending September 30, 2008a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by (A) any U.S. Loan Party or its Subsidiaries (other than BVI Borrower and its Subsidiaries), the U.S. Borrowers shall prepay the outstanding principal amount of the Loans in - 12 - accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Net Cash Flow earned during Proceeds received by such prior Fiscal QuarterPerson in connection with such Disposition, until and (B) BVI Borrower or its Subsidiaries, the Loan is reduced in BVI Borrower shall prepay the outstanding principal amount to $30,000,000, and, thereafter, of the Additional Loans in accordance with Section 2.05(d) in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallreceived by such Person in connection with such Disposition, to the extent provided that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), (1) if such issuance or incurrence is made by a U.S. Loan Party or its Subsidiaries (other than the BVI Borrower and permitted by its Subsidiaries), the Black Forest Subordination Agreement, pay U.S. Borrowers shall prepay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Loans in full, after which any remaining accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds may received by such Person in connection therewith, and (2) if such issuance or incurrence is made by the BVI Borrower or its Subsidiaries, the BVI Borrower shall prepay the outstanding amount of the Additional Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be used deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms and conditions of this Agreement.

Mandatory Prepayment. Borrower (a) Contemporaneously with the delivery to the Agent and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agent and the Lenders of the financial statements for the Fiscal Year ended December 31, 2022, or, if such financial statements are not delivered to the Agent 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 Agent and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to (A) if the following times Leverage Ratio of the Parent and in its Subsidiaries as of the following amounts:last day of such Fiscal Year is greater than or equal to 2.75 to 1.00, 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Fiscal Year is less than 2.75 to 1.00, 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ib) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed for all such Dispositions $1,500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (c) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness, including, for the avoidance ​ ​ of doubt, CARES Act Indebtedness, CEBA Indebtedness and/or HASCAP Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuance and the Amendment No. 2 Equity Contribution), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (d) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith to the extent that (A) the aggregate amount of Extraordinary Receipts under clauses (c) (other than with respect to business interruption insurance) or (e) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $1,500,000 in any Fiscal Year and (B) the aggregate amount of Extraordinary Receipts under clauses (a), (b), (c) (but only with respect to business interruption insurance), (d), (f) or (g) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $5,000,000 over the term of this Agreement. (iiie) within forty-five Immediately upon receipt by the Borrowers of the proceeds of any (45A) days after the end of each Fiscal Quarter Permitted Cure Equity pursuant to Section 9.02 or (commencing with the Fiscal Quarter ending September 30, 2008B) Capex Equity Contribution pursuant to Section 7.03(a), the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent 100% of such proceeds. (50%f) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that would otherwise be required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 2,500,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Administrative Borrower delivers a certificate to the Agent within 5 days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (g) The Administrative Borrower shall provide written notice to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementthe Agent by 12:00 noon (New York City time) one Business Day prior to each mandatory prepayment hereunder.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt by any Loan Party first full fiscal year ending after the Signing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans (provided that, with respect to Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and prior to the date of such payment (without duplication of any Net amounts applied to reduce Excess Cash Proceeds from Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any Dispositionamounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.5:1.0 and greater than or equal to 2.0:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than 2.0:1.0. (ii) concurrently with (A) Subject to Section 2.05(b)(ii)(B), if (x) the receipt by Borrower or any Loan Party Restricted Subsidiary Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (x) Parentb), (c), (d), (e), (f), (g), (j), (k), (m), or (o)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower (i) 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 December 31, 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 prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to the following times lesser of $5,000,000 and in an amount equal to 50% of the following amounts:Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionInsurance Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Insurance Receipts that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and up to $1,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Insurance Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 270 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. Borrower Upon at least 2 Business Days’ prior written notice to the Administrative Agent, Borrowers shall prepay the Loan until Paid in Full at make the following times and in mandatory prepayments of the following amounts:Loans. (i) concurrently Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(i), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2019 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)(i), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(i), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 25% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ii) Within 2 Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), or (e) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries resulting in Net Cash Proceeds received by all Loan Parties and their Subsidiaries for all Dispositions (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), or (e) of the definition of Permitted Disposition) in a Fiscal Year, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to (A) 100% of the Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) in such Fiscal Year less (B) $2,000,000; provided, that, notwithstanding the foregoing, the Borrowers shall be required to prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with any Disposition of any Eligible Securities and/or Eligible Real Property. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within 2 Business Days after the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 2 Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $500,000 in the aggregate during the term of this Agreement of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Borrowers will immediately prepay the Term Loans at any time when the aggregate principal amount of all Term Loans exceeds the Collateral Coverage Amount, to repay Senior Debt or for any other corporate purpose not in contravention the full extent of any terms such excess. On each day that any Term Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Collateral Coverage Amount calculated as of this Agreementsuch day equals or exceeds the aggregate principal amount of all Term Loans outstanding on such day.

Mandatory Prepayment. Borrower (i) 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 (A) 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 (B) 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. (ii) No later than 3 Business Days following any Disposition (excluding (A) Dispositions which qualify as Permitted Dispositions under clauses (a), (a), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition or (B) the Disposition prior to the one year anniversary of the Effective Date of the Facility located in Carmel, New York) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in Full at the following times and any Fiscal Year. Nothing contained in the following amounts:this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiii) concurrently No later than 3 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of (A) any Indebtedness (other than Permitted Indebtedness) or upon an Equity Issuance (other than any Excluded Equity Issuances, including, without limitation, clause (d) of the definition of Excluded Equity Issuances) or (B) any Specified Financing, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) No later than 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards (other than proceeds of Revolver Priority Collateral) that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in capital assets used or useful in the business of the Loan Parties which may (but are not required to) be a replacement, restoration or repair of the properties or assets in respect of which such Net Cash Proceeds were received, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 10 Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to reinvest in capital assets used or useful in the business or the Loan Parties or to replace, repair or restore properties or assets in respect of which such Net Cash Proceeds were received within a period specified in such certificate not to exceed 180 days after the end date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) Each Borrower shall immediately prepay the Revolving Loans of such Borrower at any time when the aggregate principal amount of all Revolving Loans of such Borrower plus the outstanding amount of all Letter of Credit Obligations of such Borrower exceeds the Borrowing Base of such Borrower, to the full extent of any such excess. On each Fiscal Quarter (commencing day that any Revolving Loans or Letter of Credit Obligations of a Borrower are outstanding, each such Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base of such Borrower calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations of such Borrower outstanding on such day. If at any time after each applicable Borrower has complied with the Fiscal Quarter ending September 30, 2008first sentence of this Section 2.05(c)(vii), the aggregate Letter of Credit Obligations of such Borrower is greater than the then current Borrowing Base of such Borrower, then such Borrower shall provide cash collateral to the Administrative Agent in an amount equal to fifty percent (50%) 103% of such excess, which cash collateral shall be deposited in the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, Letter of Credit Collateral Account and, thereafterprovided that no Event of Default shall have occurred and be continuing, in an amount equal returned to twenty-five percent (25%) such Borrower, at such time as the aggregate Letter of Credit Obligations of such Borrower plus the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of all outstanding Revolving Loans of such Borrower no longer exceeds the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention then current Borrowing Base of any terms of this Agreementsuch Borrower.

Mandatory Prepayment. (a) Borrower shall (x) prepay Revolving Advances with any Working Capital Net Cash Proceeds (it being understood that the Borrower, subject to the conditions of Borrowing hereunder, may reborrow Revolving Loans for Permitted Working Capital Uses); provided, that if such Working Capital Net Cash Proceeds are used to prepay Term Loans, then this clause (x) shall not apply to such Working Capital Net Cash Proceeds; (y) in the case of clauses (ii),(iii) and (iv) below (A) prepay the Loan Term Loans (including in the case of any prepayment pursuant to clauses (b)(ii) and (iii) below the payment of the Applicable Prepayment Premium) until Paid paid in Full full and (B) thereafter repay the Revolving Advances and (z) in the case of clause (i) below prepay the Term Loans and Revolving Advances in equal amounts, in each case, at the following times and in the following amounts: (i) concurrently with not later than the fifth Business Day following the receipt by Borrower or any Loan Party Subsidiary of any Net Cash Proceeds (other than Retained Real Estate Proceeds) from any Disposition, in an amount equal to such Net Cash Proceeds (other than Retained Real Estate Proceeds; and); (ii) concurrently with not later than the fifth Business Day following the receipt by Borrower or any Loan Party Subsidiary of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (xWorking Capital Net Cash Proceeds) Parent, (y) management of Parent, or (z) to Persons that as of from the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance incurrence of any doubt, inclusive Indebtedness (other than Indebtedness constituting Loans or otherwise permitted under any clause of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseSection 7.1 other than Section 7.1(d)) in an amount equal to such Net Cash Proceeds (other than any Working Capital Net Cash Proceeds); (iii) not later than the fifth Business Day following the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds (other than any Working Capital Net Cash Proceeds) from the issuance of any Equity Securities, in an amount equal to such Net Cash Proceeds (other than any Working Capital Net Cash Proceeds); and (iiiiv) within forty-five (45) 120 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30, 2008Year 2007), in an amount equal to fifty percent (50%) % of the Excess Cash Flow earned during for such prior Fiscal Quarter, until the Loan is reduced in principal Year provided that only that amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the such Excess Cash Flow earned during in any Fiscal Year shall be required to be prepaid that would not result in Borrowing Base Availability after giving effect to such prior prepayment of less than $20,000,000; provided further that in no event shall the amount of any prepayments of Term Loans (i) for Fiscal Quarter. Notwithstanding Year 2007 due to operation of this clause (iv) exceed, $2,500,000 or (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention Fiscal Year of any terms the Borrower due to the operation of this Agreementclause (iv) exceed $5,000,000.

Mandatory Prepayment. Borrower (a) Borrowers shall (x) prepay the Loan Term Loans (in the order set forth in Section 2.10.3) until Paid paid in Full full and (y) thereafter repay the Revolving Loans, in each case, at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party or any Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with the receipt by any Loan Party or any Subsidiary of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Section 7.11(a)), in an amount equal to such Net Cash Proceeds; and; (iii) within forty-five (45) 90 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30Year December 31, 2008)2012, in an amount equal to fifty percent (the 50%) % of the Excess Cash Flow earned during for such prior Fiscal QuarterYear; provided, until that for the Fiscal Year ending December 31, 2012, Excess Cash Flow shall be calculated for the period from the Closing Date to December 31, 2012; (iv) concurrently with the receipt by any Loan is reduced in principal amount to $30,000,000, and, thereafterParty or any Subsidiary of any Extraordinary Receipt, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromof such Extraordinary Receipt; (v) upon an Acceleration Event; and (vi) concurrently with the date of incurrence by any Loan Party or any of its Subsidiaries of any Debt (other than Debt permitted under Section 7.1), Borrowers shall, to shall prepay the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Obligations in full, after which any remaining accordance with Section 2.12.2 in an amount equal to 100% of the Net Cash Proceeds may received by such Person in connection with such incurrence. The provisions of this Section 2.10.2(a)(vi) shall not be used deemed to be implied consent to any such incurrence otherwise prohibited by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement. Any prepayment of the Term Loans pursuant to Section 2.10.2(a)(i), (ii), (iv), (v) or (vi) shall be accompanied by the Prepayment Fee applicable to such prepayment. (b) If on any day the aggregate outstanding Revolving Loans plus the outstanding principal balance of the Term Loans exceeds the Borrowing Base, Borrowers shall immediately prepay Revolving Loans (and then, to the extent necessary, Term Loans) in an amount sufficient to eliminate such excess. Borrowers shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Administrative Agent not later than 11:00 a.m. New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2.

Mandatory Prepayment. (a) Subject to Section 2.11(g), not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale following the ARCA Effective Date, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the Loan until Paid outstanding Loans in Full at the following times and in the following amounts: accordance with Section 2.11(e); provided that, if (i) concurrently with Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt by any Loan Party of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (b) No later than the 10th day after the date on which the financial statements with respect to each fiscal year of Holdco are required to be delivered pursuant to Section 5.01(a) (commencing with the fiscal year ending December 31, 2016), the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate principal amount equal to (i) 50% of Excess Cash Flow for such fiscal year of Holdco, provided that, with respect to any fiscal year, such percentage shall reduce to (x) 25% if the Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 2.00 to 1.00 and (y) 0% if the Total Net Leverage Ratio is less than 2.00 to 1.00 minus (ii) the aggregate principal amount of all Loans voluntarily prepaid pursuant to Section 2.12 during such fiscal year. (c) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by any Group Member following the ARCA Effective Date (other than any Indebtedness for money borrowed permitted pursuant to Section 6.03), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.11(e); provided, however that any such Indebtedness that is permitted under Section 6.03 but that is incurred pursuant to Section 2.22 shall be required to be applied to prepay the Loans in accordance with the terms thereof and of such Section 2.22. (d) Subject to Section 2.11(g), within five Business Days after any Net Cash Proceeds are received by or on behalf of any Group Member in respect of any Casualty Event following the ARCA Effective Date, the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate amount equal to 100% of the Net Cash Proceeds; provided that if Holdco shall deliver to the Agent a certificate of a Financial Officer to the effect that (i) it intends to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Cash Proceeds to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group, (ii) the property acquired with such Net Cash Proceeds will be included in the Collateral at least to the extent that the property subject to the Casualty Event was included therein and (iii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (e) Subject to Section 2.11(g), mandatory prepayments of outstanding Loans shall be applied (i) on a pro rata basis to each then outstanding Class of Loans (except as otherwise contemplated by Section 2.11(g)) and (ii) to reduce future scheduled amortization in respect of the Classes of Loans so prepaid in direct order of maturity against the eight next scheduled installments of principal due in respect of such Loans until such installments have been repaid in full and, then, pro rata against the remaining scheduled installments of principal due in respect of such Loans until all such Loans have been repaid in full. (f) Any Lender may elect, by notice to the Agent within one Business Day after receiving notification from the Agent of any prepayment of its Loans pursuant to clauses (a) to Section 2.11(e) of this Section (other than any such prepayment required as a result of incurrence of any Indebtedness pursuant to Section 2.22), to decline its ratable share of such prepayment in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such declining Lender shall be re-offered to those Lenders (if any) who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all Lenders who initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Agent within one Business Day of receiving notification of such re-offer, to decline (in whole but not in part) the amount of such prepayment that is re-offered to them. To the extent that any Lender does not respond to the notice regarding such re-offer, such Lender shall be deemed to have accepted the amount so offered. Any such re-offered amounts that are so declined may be retained by the Borrower. (g) If at the time that any prepayment under Section 2.11(a) or Section 2.11(d) would be required, the Borrower is required to offer to repurchase any Indebtedness incurred under Section 6.03(b)(iii) that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of the applicable Asset Sale or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the applicable Loans and Other Applicable Indebtedness) to the prepayment of the applicable Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the applicable Loans that would have otherwise been required pursuant to Section 2.11(a) or Section 2.11(d), as applicable, shall be reduced accordingly. (h) In the event of any mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select Loans to be prepaid so that the aggregate amount of such prepayment is allocated to the Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class (except to the extent that any applicable Refinancing Term Loan Amendment or, to the extent permitted under Section 2.23, any Incremental Assumption Agreement for any Class of Loans provides that the Loans made pursuant thereto shall be entitled to less than pro rata treatment); provided, that any prepayment of Loans required as a result of the incurrence of Indebtedness pursuant to Section 2.22 shall be applied solely to each applicable Class or tranche of Loans to be Refinanced. (i) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.11, a certificate signed by a Financial Officer of setting forth in reasonable detail the calculation of the amount of such prepayment at least three Business Days prior to the date of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid determined in accordance with clause (e) above. All prepayments under this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (j) Notwithstanding any of the other provisions of this Section 2.11, so long as no Default or Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Loans is required to be made under this Section 2.11 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.11 in respect of any such Eurodollar Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder into a cash collateral account (which shall be on terms reasonably satisfactory to the Agent) until the last day of such Interest Period, at which time the Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.11. Upon the occurrence and during the continuance of any Default or Event of Default, the Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.11. (k) Notwithstanding any other provision of this Section 2.11, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.11(a) (a “Foreign Asset Sale”), the Net Cash Proceeds of any Casualty Event with respect to the assets or property of any Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.11(d) (a “Foreign Casualty Event”) or Excess Cash Flow of any Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay the Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow of any Foreign Subsidiary would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.11 (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower applies an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds from any issuance or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of its equity securities (other than equity securities additional taxes that are issued to (x) Parent, (y) management of Parent, would have been payable or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to reserved against if such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Proceeds or Excess Cash Flow earned during such prior Fiscal Quarterhad been repatriated (or, until the Loan is reduced in principal amount to $30,000,000if less, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted or Excess Cash Flow that would be calculated if received by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining such Foreign Subsidiary) or (y) such Net Cash Proceeds may be used by Borrower or Excess Cash Flow are applied to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention repayment of any terms Indebtedness of this Agreementa Foreign Subsidiary.

Mandatory Prepayment. (i) The Borrower shall prepay the Loan until Paid in Full Revolving Loans at any time when the following times aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the full extent of any such excess, which prepayment shall be made before 5:00 p.m. New York time on each date when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base. On each day that any Revolving Loans are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. (ii) [intentionally omitted] (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the following amounts:Administrative Agent’s Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iiv) concurrently [intentionally omitted] (v) Concurrent with the receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition, the Borrower shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d) and (e) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to 100% of such Net Cash Proceeds; andExtraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iiviii) concurrently with In the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities event that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as the aggregate amount of the date hereof hold equity in Parent; but, without limitation cash and Permitted Investments of the foregoingLoan Parties and their Subsidiaries exceeds at any time $2,500,000, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as Borrower shall immediately prepay the outstanding principal of the date hereof hold equity Revolving Loans in Parent or otherwise) in an the amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementexcess.

Mandatory Prepayment. (a) The Borrower shall prepay the Loan until Paid Loans ratably in Full at accordance with the following times and in aggregate outstanding principal balances thereof, with the following amounts: Net Cash Proceeds of: (i) concurrently with any direct or indirect public offering or private placement of the receipt by Permanent Securities, or any Loan Party other debt or equity securities of the Borrower, the Parent Guarantor, any other direct or indirect parent holding company of the Borrower or any of their respective Subsidiaries issued after the Closing Date other than (A) any issuance of directors' qualifying shares and (B) any issuance or sale for cash of common stock (or common stock equivalents) of the Parent Guarantor, any other direct or indirect parent holding company of the Borrower or any of their respective Subsidiaries to officers and employees under employee benefit or compensation plans, (ii) the incurrence of any other Indebtedness by the Parent Guarantor, any other direct or indirect parent holding company of the Borrower or any of their respective Subsidiaries after the Closing Date (other than Indebtedness incurred pursuant to the Asset Securitization or borrowings and reborrowings under the Revolving Facility) and (iii) any Asset Sale by the Parent Guarantor, any other direct or indirect parent holding company of the Borrower or any of their respective Subsidiaries after the Closing Date (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "CAPITAL MARKETS TRANSACTION"). The Borrower shall, not later than the fourth Business Day following the funding of any Capital Markets Transaction, apply such Net Cash Proceeds from any Dispositionto prepay the Loans pursuant to this Section 2.5, in without premium or penalty, by paying to each Lender an amount equal to 100% of such Net Cash Proceeds; andLender's pro rata share of the aggregate principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon to the Prepayment Date. (iib) concurrently Subject to and in accordance with Section 4.24, in the event of any Change of Control, the Borrower shall offer to prepay the Loans pursuant to Section 4.24. (c) On each Available Funds Payment Date, the Borrower shall apply, for the calendar month immediately preceding such date, to the prepayment of the Loans (ratably in accordance with the receipt aggregate outstanding balance thereof) by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued paying to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in each Lender an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) Lender's PRO RATA share of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of the Black Forest Note from any remaining Net Cash ProceedsLoans to be prepaid, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loanplus accrued and unpaid interest thereon, to repay Senior Debt or for any other corporate purpose not in contravention the Available Funds Payment Date, the amount of any terms of this AgreementAvailable Funds.

Mandatory Prepayment. (a) Borrower shall (x) prepay the Loan Term Loans until Paid paid in Full full and (y) thereafter repay the Revolving Loans in each case, at the following times and in the following amounts: (i) concurrently with the receipt by Borrower or any Loan Party Restricted Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and, it being understood that any portion of the Net Cash Proceeds of a Disposition that Borrower or the applicable Restricted Subsidiary intends to use to replace the assets subject to such Disposition within 180 days after such Disposition with assets performing the same or similar function, shall not be deemed to have been received by Borrower or such Restricted Subsidiary until the expiration of such 180 day period without reemployment of such amounts; (ii) concurrently with the receipt by Holdings, Borrower or any Loan Party Restricted Subsidiary of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued unless made pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Section 7.10), in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) 90 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30, 2008Year 2002), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during Percentage of Excess Cash Flow for such prior Fiscal QuarterYear. (b) If on any day the Revolving Outstandings exceed Borrowing Availability, until whether pursuant to a reduction of the Revolving Loan is reduced Commitment pursuant to Section 2.9.2 or otherwise, Borrower shall immediately prepay Revolving Loans and/or cash collateralize the outstanding Letters of Credit in principal amount a manner acceptable to $30,000,000Agent, and, thereafteror do a combination of the foregoing, in an amount equal sufficient to twenty-five percent (25%) of the Excess Cash Flow earned during eliminate such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementexcess.

Mandatory Prepayment. Borrower (i) Within ten (10) days of delivery to the Agent and the Lenders of financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agent and the Lenders of the financial statements for the fiscal quarter ended July 31, 2003, or, if such financial statements are not delivered to the Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), ten (10) days after the date such statements are required to be delivered to the Agent and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans, ratably, in Full at an amount equal to 65% of the following times Excess Cash Flow of the Parent and its Subsidiaries for such fiscal quarter less the aggregate principal amount of all voluntary prepayments of the Loans during such fiscal quarter; provided, however, the Borrowers may reduce the amount of Excess Cash Flow applied to prepay the Loans or, if applicable, fail to make such prepayment pursuant to this Section 2.05(b)(i) if such reduction or failure, as the case may be, is required in order for the following amounts:Borrowers to comply with the terms of Section 8.13(b) of the Revolving Credit Agreement (as such Section and the defined terms used therein exist on the date hereof). (iii) concurrently Within 30 days after any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.02(d), the Borrowers shall prepay the outstanding principal amount of the Loans, ratably, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition but only to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed for all such Dispositions $100,000 during any Fiscal Year. Nothing contained in this subsection (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance Section 7.02(d). (iii) Within 30 days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts (other than Extraordinary Receipts comprising insurance proceeds) in an aggregate amount greater than $100,000 or Extraordinary Receipts comprising insurance proceeds in an aggregate amount greater than $250,000, in each case since the Effective Date, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Net Cash Proceeds; and Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, provided that Extraordinary Receipts comprising insurance proceeds shall not be required to be so prepaid on the date such proceeds are received by such Loan Party to the extent that (iiA) concurrently with within 60 days from its receipt of such proceeds, such Loan Party shall commence to apply such proceeds to replace or restore the properties or assets used in such Person's business in respect of which such proceeds were paid if the Administrative Borrower delivers a certificate to the Agent within 30 days of such event stating that such proceeds shall be used to replace or restore any such properties or assets to be used in such Person's business within a period specified in such certificate not to exceed 365 days after the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities such proceeds (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as which certificate shall set forth estimates of the date hereof hold equity proceeds to be so expended) and (B) such proceeds are deposited in Parent; but, without limitation a deposit account subject to a Control Agreement. If all or any portion of such proceeds not so applied to the prepayment of the foregoingLoans are not so used within the period specified in the relevant certificate furnished pursuant hereto (not to exceed 365 days), such remaining portion shall prepay the outstanding principal of the Loans on the last day of such specified period. In addition, upon the occurrence and for avoidance during the continuance of any doubtan Event of Default, inclusive the Agent may apply such proceeds to the prepayment of any equity securities issued the Loans. Each prepayment pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and this subsection (iii) within forty-five (45) days after shall be applied pro rata between the end of each Fiscal Quarter (commencing with Term Loan A and the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Term Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.B.

Mandatory Prepayment. (a) Subject to Section 2.9.2(c), Borrower shall prepay prepay, first, the Loan Term A Loans until Paid in Full, second, the Term B Loans until Paid in Full (in each case in the inverse order of maturity to the remaining installments thereof), and third, the Revolving Loans until Paid in Full, at the following times and in the following amounts: (i) concurrently with within ten (10) Business Days of the receipt by Borrower or any Loan Party Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with within ten (10) Business Days of the receipt by Borrower or any Loan Party Subsidiary of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to Section 7.11(a)) or the contemplated PIPE or any similar offering whether to Persons that as issuance of the date hereof hold equity in Parent or otherwise) Debt (other than Debt permitted by Section 7.1), in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) 90 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30, 2008Year 2006), in an amount equal to fifty percent (50%) the ECF Percentage of the Excess Cash Flow earned for such Fiscal Year. (b) If on any day the Revolving Loans then outstanding exceed Borrowing Availability, whether pursuant to a reduction of the Revolving Loan Commitment pursuant to Section 2.8.1 or otherwise, Borrower shall immediately prepay Revolving Loans in an amount sufficient to eliminate such excess. (c) Notwithstanding Section 2.9.2(a), on each Monday during such prior Fiscal Quarterthe term of the Revolving Loan Commitment and for so long as there are Revolving Loans outstanding, Borrower shall prepay the Revolving Loans until the Loan outstanding amount thereof is reduced in principal amount to $30,000,000, and, thereafter, zero in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during at the time of such prior Fiscal Quarterpayment. Notwithstanding clause (iiPayments pursuant to this Section 2.9.2(c) above, shall not result in a reduction in the event that Parent issues equity securities pursuant to Revolving Loan Commitment. (d) If upon receipt of any Sponsor Investment there are Revolving Loans then outstanding, Borrower shall immediately prepay Revolving Loans with the contemplated PIPE or enters into any similar transaction involving proceeds of such Sponsor Investment until the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it Revolving Loans is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower reduced to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementzero.

Mandatory Prepayment. (a) The Borrower shall (x) prepay the Loan Term Loans and the Convertible Junior PIK Notes until Paid paid in Full full and (y) thereafter repay Advances under the Revolving Facility, at the following times and in the following amounts: (i) concurrently with Within five (5) Business Days of the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds (it being understood that amounts being held for application pursuant to the provisions of clause (v) of paragraph (a) of the definition of the term "Net Cash Proceeds; and" shall not be required to be used to make any prepayment hereunder unless such Net Cash Proceeds are not so applied within the period described in such clause (v)); (ii) concurrently with Within five (5) Business Days of the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance a result of any doubtQualified Public Offering), inclusive of any equity securities issued pursuant to which and the contemplated PIPE or any similar offering whether extent to Persons that as of which the date hereof hold equity in Parent or otherwise) Loan Parties receive Net Cash Proceeds in an amount equal to such Net Cash Proceeds; (iii) Within five (5) Business Days of the receipt by any Loan Party of any net proceeds from any Life Insurance in excess of $500,000 (which such Loan Party shall be entitled to retain and apply to costs, expenses and compensation paid to or in connection with the recruitment and hiring of a replacement chief executive officer), in an amount equal to such net proceeds; and (iiiiv) within forty-five Within fifteen (4515) Business Days after delivery of the annual financial statements pursuant to Section 7.1(e)(i) (but in no event more than 135 days after the end of each Fiscal Quarter Year) (commencing with the Fiscal Quarter ending September 30, 2008Year 2007), in an amount equal to fifty percent (50%A) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twentyseventy-five percent (2575%) of the Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding Year (the "Mandatory Excess Cash Payment") minus (B) the aggregate Optional PIK Excess Cash Payments, if any, made pursuant to Section 3.3(b) for such period, minus (C) the proceeds of a Public Offering by Parent. (b) Advances under the Revolving Facility shall be prepaid (immediately, without the necessity of any demand, and whether or not a Default or Event of Default has occurred) in an amount as shall be necessary at any time so that the aggregate amount of the sum of (x) Advances plus (y) Letter of Credit Liabilities under the Revolving Facility outstanding at any time does not exceed the Revolving Facility Commitment. (c) Any prepayment of the Loans pursuant to this Section 3.5 shall be applied in accordance with Section 3.9 as if such prepayment were an optional prepayment, provided that any prepayment pursuant to Section 3.5(a)(i) (solely with respect to Net Cash Proceeds from insurance proceeds not reinvested as described in clause (iiv) of Subsection (a) of the definition of Net Cash Proceeds), Section 3.5(a)(iii) or Section 3.5(a)(iv) shall not be subject to a prepayment premium.Notwithstanding Section 3.5(a) above, if any mandatory prepayment occurs during the continuance of a Major Event of Default or results in or causes a Major Event of Default, then the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange provisions of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 10.3 shall apply.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with The Borrowers will immediately prepay the receipt by outstanding principal amount of the Term Loan in the event that (A) the Total Revolving Credit Commitment is terminated for any Loan Party reason and (B) Excess Availability on the date of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; andthe termination of the Total Revolving Credit Commitment is less than $10,000,000. (ii) concurrently Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(i), commencing with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued delivery to (x) Parent, (y) management of Parent, or (z) to Persons that as the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2004 or, if such financial statements are not delivered to the Agents and the Lenders on the date hereof hold equity in Parent; butsuch statements are required to be delivered pursuant to Section 7.01(a)(i), without limitation ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(i), the Borrowers shall prepay the outstanding principal amount of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iii) within forty-five (45) Within 3 days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008any Disposition by any Loan Party pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection with such Disposition to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used received by Borrower all Loan Parties (and not paid to prepay further the LoanAdministrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $1,000,000 in any Fiscal Year (provided that the aggregate amount of Net Cash Proceeds not subject to prepayment pursuant to this clause (iii), when taken together with the aggregate amount of Extraordinary Receipts not subject to repay Senior Debt or for any other corporate purpose prepayment pursuant to clause (v) below shall not exceed $3,000,000 in contravention of any terms the aggregate during the term of this Agreement.). Nothing contained in this clause (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing on the date such Person receives Net Cash Proceeds in connection with a Disposition of equipment, such Net Cash Proceeds (in an aggregate amount not to exceed $1,000,000 in any Fiscal Year) received by such Person may, at the option of the Borrowers, be applied to acquire replacement equipment for the equipment so disposed of, provided, that (x) until so applied, such Net Cash Proceeds shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Net Cash Proceeds are applied in accordance with either of clauses (y) or (z) of this clause (iii)) or (2) upon notification by the Administrative Borrower to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall, at the direction of the Collateral Agent, establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrowers re-borrow funds in such amount to be used in accordance with either of clauses (y) or

Mandatory Prepayment. Borrower 7.8.1 Unless the Agent (acting on the instructions of all of the Lenders) otherwise agrees, until such time (if any) when the obligations set out within this clause cease to apply pursuant to clause 7.8.2 below, TCN shall prepay apply, or procure the Loan until Paid application of, 50 per cent. of Excess Cash Flow (if any) in Full at respect of each of the following Twelve Month Periods of TCN ending on 31 December in each year (commencing with the Twelve Month Period ending 31 December 2004) in mandatory prepayment of the Facility A Outstandings, the Facility B Outstandings and the Facility D Outstandings in accordance with clause 7.8.6 on Interest Payment Dates falling on or after the date falling 30 days after the date upon which the Quarterly Management Accounts in respect of the Quarterly Period ending on the last day of the relevant Twelve Months are delivered to the Agent pursuant to clause 11.1.7. 7.8.2 TCN's obligations under clause 7.8.1 shall cease in respect of the relevant Twelve Month Period and all future Twelve Month Periods if, in respect of any such Twelve Month Period Total TCN Group Debt on the last day of such Twelve Month Period is less than 3.5 times and Consolidated Annualised TCN Group Net Operating Cashflow, as demonstrated in the following amountsQuarterly Management Accounts for the Quarterly Period ending on the last day of the relevant Twelve Month Period. 7.8.3 Unless the Agent (acting on the instructions of all of the Lenders) otherwise agrees, TCN shall apply, or procure the application of, the Net Cash Proceeds (if any) of any Asset Swap made after the date hereof in prepayment of the Facility A Outstandings, the Facility B Outstandings and the Facility D Outstandings in accordance with clause 7.8.6 on the Interest Payment Dates falling after receipt of the Net Cash Proceeds. 7.8.4 Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees, if at any time: (i) concurrently with any person, other than any of the receipt by Specified Shareholders (or any Loan Party Subsidiary Undertaking of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceedsa Specified Shareholder); andor (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (persons acting in concert, other than equity securities that are issued to any of the Specified Shareholders (xor any Subsidiary Undertaking of a Specified Shareholder) Parentacting in concert with each other, holds either: (A) thirty per cent. or more of both the voting and economic interest in Telewest; or (B) fifty per cent. or more of the voting and/or economic interest in Telewest, or becomes a Parent Undertaking of Telewest; or (b) Notwithstanding clause 7.8.4(a), (yi) management of ParentUnited Global Com Inc. and/or Subsidiary Undertakings (taken together), (ii) NTL Incorporated and/or its Subsidiary Undertakings (taken together) or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within fortyUnited Pan-five Europe Communications N.V. and/or its Subsidiary Undertakings (45taken together), becomes a Parent Undertaking of Telewest, or hold a majority of the economic interest in Telewest, the Borrowers shall prepay, or procure the discharge of, in full the Facility A Outstandings, the Facility B Outstandings, the Facility C Outstandings and the Facility D Outstandings on the next Interest Payment Date (regardless of which Advance such Interest Payment Date relates to) days falling after the end relevant event. For the purposes of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008)this clause 7.8.4, in an amount equal to fifty percent (50%) calculating the percentage ownership interest in Telewest held by any persons acting in concert, the percentage ownership interest in Telewest held by a Specified Shareholder or its Subsidiary Undertaking in respect of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until which it is paid acting in full, after which any remaining Net Cash Proceeds may concert shall be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of excluded. In this Agreement.clause 7.8.4: