Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member (other than Excluded Indebtedness)excluding any Debt incurred in accordance with Section 7.2 or Capital Stock issued in compliance with Section 7) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless to the extent a Reinvestment Notice shall be not have been delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such within ten days after the date that all post-closing adjustments associated therewith have been completed toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year Fiscal Year of the Borrower, Borrower commencing with the fiscal year Fiscal Year ending December 31, 20102011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(b), for the fiscal year Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders Administrative Agent (for distribution to the Agents and the Lenders) and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.17(b) and and, second, to reduce permanently the Swingline Loans and then Revolving Commitments. Any such Loans without a permanent reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11 that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans, as provided in Section 2.11(d) above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans as described above in respect of which such Lenders have accepted prepayment (it being understood that a failure to respond to a Prepayment Option Notice shall be deemed an acceptance of the prepayment referenced therein) and (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Tranche B Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to clause (ii), any portion of the Tranche B Prepayment Amount not accepted by the Tranche B Term Lenders shall remain, such amount shall be used to prepay the Tranche B Term Loans on a pro rata basis.

Mandatory Prepayments and Commitment Reductions. (a) If Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by Holdings, the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness permitted by Section 7.2 of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Tranche B Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Tranche B Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $3,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d). (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20101998, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Tranche B Term Loans and the reduction of the Revolving CommitmentsCredit Commitments as set forth in Section 2.10(d). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.10 shall be applied, first, to the prepayment of the Tranche B Term Loans and, second, except in accordance with the case of Section 4.8(b) and second2.10(c), to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.10 shall be made, first, made first to Base Rate Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.10 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (other than Excluded Indebtedness)) after the Closing Date, an amount equal to to, in the case of the issuance of Capital Stock, 75% of the Net Cash Proceeds thereof, or, in the case of the incurrence of Indebtedness, 100% of the Net Cash Proceeds thereof thereof, shall be applied on within one Business Day of the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on within one Business Day of such date toward the prepayment of the Term Loans (or, if such date is prior to the Closing Date, toward the reduction of the Tranche B Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102004, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 4.2(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. No prepayments pursuant to this Section 4.2(c) shall be required after the Term Loans have been paid in full. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 4.2 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by the Parent Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness issued or incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of within five Business Days after such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(f). (b) If on any date the Parent Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from (i) any Asset Sale or (ii) any Recovery Event that, in the case of this clause (ii), yields net proceeds to the Parent Borrower or any of its Subsidiaries from any settlement or payment in excess of $10,000,000, then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on within five Business Days after such date receipt toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.12(f). (c) If, If for any fiscal year of the Borrower, Parent Borrower commencing with the fiscal year ending December 31, 20102020, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans as set forth in Section 2.12(f) an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all optional prepayments of Term Loans made during such fiscal year pursuant to Section 2.11 to the extent not funded with the proceeds of long-term Indebtedness and (B) the reduction aggregate amount of all optional prepayments of Revolving Credit Loans and Swingline Loans made during such fiscal year pursuant to Section 2.11 to the extent (x) not funded with the proceeds of long-term Indebtedness and (y) accompanying corresponding permanent reductions of the Revolving Credit Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Parent Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) To the extent that at any time (by virtue of changes in the Exchange Rate or otherwise) (i) the Total USD Revolving Extensions of Credit under the USD Revolving Credit Facility or the Total Multicurrency Revolving Extensions of Credit under the Multicurrency Revolving Credit Facility (including the Dollar Equivalent of any such Revolving Extensions of Credit denominated in an Optional Currency) shall exceed the Total Revolving Credit Commitments under such Revolving Credit Facility then in effect or (ii) the aggregate outstanding principal amount of all Revolving Credit Loans to Foreign Subsidiary Borrowers (including the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Credit Loans denominated in an Optional Currency to Foreign Subsidiary Borrowers) shall exceed $100,000,000, then, in each case, the Borrowers shall, within four Business Days, repay the Revolving Credit Loans under the applicable Revolving Credit Facility or Swingline Loans to eliminate such excess. (e) With respect to each borrowing as to which a certificate is required to have been delivered under Section 5.2(c), if and to the extent the applicable Borrower has not applied the proceeds of such borrowing for the purpose that has been specified in such certificate by the fifth Business Day following the date such borrowing is made, then on the next Business Day the applicable Borrower shall prepay such borrowing in an aggregate principal amount equal to the lesser of (i) such unused proceeds and (ii) the amount necessary to cause the aggregate amount of Available Cash to be less than or equal to $75,000,000 at the end of such Business Day. (f) Amounts to be applied in connection with mandatory prepayments and commitment reductions of Term Loans made pursuant to this Section 4.2(a), (b) and (c) 2.12 shall be applied, first, applied to the prepayment remaining installments of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently as directed by the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar LoansParent Borrower. Each prepayment of the Loans under pursuant to this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary that is required to be applied to prepay Term Loans pursuant to this Section 2.12 (i) would be prohibited or delayed by any applicable local law (including as a result of laws or regulations relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Parent Borrower or any applicable Domestic Subsidiary (provided that the Parent Borrower shall take commercially reasonable actions available under local law to permit such repatriation) or (ii) repatriation of such amount to the Parent Borrower or any Domestic Subsidiary would result in material adverse tax consequences as determined in good faith by the Parent Borrower (including as a result of any withholding of cash or the upstreaming of cash) with respect to such amount, then in each case, the Parent Borrower shall not be required to apply the portion of such Net Cash Proceeds or Excess Cash Flow so affected to prepay the Term Loans at the times provided in clauses (b) and (c) of this Section 2.12 but may be retained by the applicable Foreign Subsidiary so long as clause (i) or (ii) above is applicable, and once clause (i) or (ii) above is no longer applicable, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans to the extent required pursuant to this Section 2.12; provided that no such prepayment of the Term Loans pursuant to this Section 2.12 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Parent Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Parent Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Parent Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). For the avoidance of doubt, the non-application of any Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary, in each case, to the extent permitted by this Section 2.12(d), to the prepayment of Term Loans pursuant to clauses (b) or (c) of this Section 2.12 will not constitute an Event of Default hereunder.

Mandatory Prepayments and Commitment Reductions. (a) If the Borrower or any of its Subsidiaries (or Holdings on behalf of the Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds from any: (i) (to the extent that amounts are available for application to the Lenders pursuant to Section 5.2 of the Intercreditor Agreement) Asset Sale, it shall deposit (or cause to be deposited) upon receipt thereof such Net Cash Proceeds to the Event Proceeds Account and such Net Cash Proceeds shall be applied to the prepayment of the Loans, Cash Collateralization of Letters of Credit and reduction of all the Commitments, in each case, to the extent contemplated by Section 6.17, the Depositary Agreement and as set forth in Section 2.9(c). (ii) (to the extent that amounts are available for application to the Lenders pursuant to Section 5.2 of the Intercreditor Agreement) Recovery Event, it shall deposit (or cause to be deposited) upon receipt thereof such Net Cash Proceeds to the Event Proceeds Account and such Net Cash Proceeds shall be applied to the prepayment of the Loans, Cash Collateralization of Letters of Credit and reduction of all the Commitments, in each case, to the extent contemplated by Section 6.16, the Depositary Agreement and as set forth in Section 2.9(c). 42 Sunshine (Northeast) – Credit Agreement (iii) Specified Asset Disposition, it shall deposit (or cause to be deposited) upon receipt thereof an amount equal to the Specified AD Prepayment Amount to the Event Proceeds Account and such Net Cash Proceeds shall be applied to the prepayment of the Term Loans to the extent contemplated by Section 7.5(n), the Depositary Agreement and as set forth in Section 2.9(c). (iv) PPA Buyout, it shall deposit (or cause to be deposited) upon receipt thereof such Net Cash Proceeds to the Event Proceeds Account in an amount equal to: (A) if, after giving pro forma effect to such PPA Buyout, the aggregate reduction in projected Cash Available for Debt Service resulting from such PPA Buyout and all other PPA Buyouts and Specified Asset Dispositions occurring before and as of the date of such PPA Buyout does not exceed 25% of Cash Available for Debt Service from the Projects (as determined by reference to the Projections delivered as of the Closing Date), the PPA Buyout Prepayment Amount and such Net Cash Proceeds shall be applied to the prepayment of the Term Loans to the extent contemplated by the Depositary Agreement and as set forth in Section 2.9(c); or (B) if, after giving pro forma effect to such PPA Buyout, the aggregate reduction in projected Cash Available for Debt Service resulting from such PPA Buyout and all other PPA Buyouts and Specified Asset Dispositions occurring before and as of the date of such PPA Buyout exceeds 25% of Cash Available for Debt Service from the Projects (as determined by reference to the Projections delivered as of the Closing Date), 100% of such Net Cash Proceeds and such Net Cash Proceeds shall be applied to the prepayment of the Loans, Cash Collateralization of Letters of Credit and reductions of all Commitments, in each case, to the extent contemplated by the Depositary Agreement and as set forth in Section 2.9(c). (b) If any Indebtedness shall be issued or incurred by the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward to the prepayment of Loans in the Term Loans inverse order of maturity and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b2.9(c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered and in respect thereof, 100% of accordance with the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d)Depositary Agreement. (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between 43 Sunshine (Northeast) – Credit Agreement (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments of Loans and commitment reductions of Commitments made pursuant to Section 4.2(aparagraphs (a)(i), (ba)(ii), (a)(iv)(B) and (cb) above shall be appliedapplied without penalty or premium (except for breakage costs, if any) as follows: (A) first, simultaneously to the prepayment of prepay the Term Loans in accordance with Section 4.8(b2.15(b) and pay any termination payments required to be paid under any Interest Rate Hedging Agreements in order to maintain compliance with Section 6.8; (B) second, to reduce permanently repay the Revolving Commitments. Any such reduction Loans in accordance with Section 2.15(c); (C) third, to ratably Cash Collateralize any outstanding Letters of Credit; and (D) fourth, any amount remaining may be retained by the Borrower; provided that all of the Revolving Commitments shall have been terminated in accordance with Section 2.15(c). (ii) Amounts to be accompanied by prepayment applied in connection with prepayments of the Revolving Term Loans and/or Swingline Loans made pursuant to the extentparagraphs (a)(iii) and (a)(iv)(A) above shall be applied without penalty or premium (except for breakage costs, if any, that ) to prepay the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Term Loans in accordance with Section 2.15(b) and Swingline Loans then outstanding is less than the amount of such excess pay any termination payments required to be paid under any Interest Rate Hedging Agreements in order to maintain compliance with Section 6.8. (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. iii) The application of any prepayment pursuant to this Section 4.2 2.9 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. . (iv) Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than Excluded IndebtednessIndebtedness incurred in accordance with paragraph (f) thereof but excluding any purchase money Indebtedness incurred in connection with an acquisition permitted by Section 7.8(g)), an amount equal to 10050% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be have been delivered in respect thereof, 10050% of the such Net Cash Proceeds thereof shall be applied on within five (5) Business Days of such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any fiscal year of the Borrower, (ii) if such Net Cash Proceeds are not reinvested within five (5) Business Days of the date such Net Cash Proceeds are received, the Borrower shall apply such Net Cash Proceeds within five (5) Business Days of the date of receipt to the repayment of the Revolving Credit Loans (without any corresponding reduction of the Revolving Commitments), (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 4.2(d2.11(d), and to the extent that the Borrower has applied Net Cash Proceeds to the repayment of Revolving Loans pursuant to clause (ii) above, the Borrower shall reborrow Revolving Loans in the amount of the Reinvestment Prepayment Amount and apply such proceeds to the prepayment of Term Loans and Revolving Loans as set forth in Section 2.11(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there The Borrower shall be Excess Cash Flow, the Borrower shall, repay all outstanding Term Loans on the relevant Excess Cash Flow Application Term Loan Maturity Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) . The Borrower shall repay all optional prepayments of the Term outstanding Revolving Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of on the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Termination Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), 2.11 (b) and (cother than the Net Cash Proceeds from the incurrence of Indebtedness secured by a Lien on a Borrowing Base Property) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and 2.17(b), second, to reduce permanently the Revolving Commitments. Any such prepayment of Swingline Loans (without any corresponding reduction of the Revolving Commitments shall be accompanied by Commitments), third, to the prepayment of Revolving Loans (without any corresponding reduction of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofCommitments), the Borrower shalland fourth, to the extent of the balance of such excess, replace outstanding cash collateralize Letters of Credit and/or deposit by depositing an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders on terms and conditions satisfactory to the Administrative Agent. Amounts to be applied in connection with prepayments made pursuant to Section 2.11(a) from the Net Cash Proceeds from the incurrence of Indebtedness secured by a Lien on a Borrowing Base Property shall be applied, first, to the prepayment of Swingline Loans (without any corresponding reduction of the Revolving Commitments), second, to the prepayment of Revolving Loans (without any corresponding reduction of the Revolving Commitments), third to the prepayment of the Term Loans in accordance with Section 2.17(b), , and fourth, to cash collateralize Letters of Credit by depositing an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. Same as Existing Credit Agreement, except: (ai) If any Indebtedness the excess cash flow prepayment provision in the Existing Credit Agreement shall be incurred replaced by a new provision providing that, in respect of each of (x) the second half of fiscal year 2016 and (y) fiscal year 2017, 50% of Excess Cash Flow (to be defined in a manner consistent with the Existing Credit Agreement with such modifications mutually agreed by the parties) for such period shall be used to prepay the Term Loans (the “Excess Cash Flow Sweep”); provided that any Group Member voluntary prepayment of Term Loans made during each such period shall be credited against excess cash flow prepayment obligations for such period on a dollar-for-dollar basis; (ii) the Extraordinary Receipts prepayment provisions in the Existing Credit Agreement shall be modified to (i) include all proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings with respect to or otherwise connected to the Deer Run mine (“Hillsboro Business Interruption Insurance Proceeds”) in the definition of “Extraordinary Receipts”, (ii) permit Extraordinary Receipts constituting insurance proceeds (other than Excluded Indebtedness)Hillsboro Business Interruption Insurance Proceeds) to be used to repay any purchase money, an amount equal capital lease or other project-level Indebtedness permitted under the Credit Agreement (including the Longwall Financing Arrangements) that is secured by Liens on such insurance proceeds (or assets and property that gave rise to the insurance proceeds) to the extent required under the documents governing such Indebtedness as in effect as of the later to occur of (x) the Effective Date and (y) the time of the event giving rise to such insurance proceeds, and (iii) provide that the Hillsboro Business Interruption Insurance Proceeds are not subject to reinvestment rights or the 100% of the Net Cash Proceeds prepayment requirement, but 50% thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of used to prepay the Term Loans and the reduction of remaining 50% may be retained by the Borrower. (iii) the aggregate commitments under the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice Facility shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof shall be applied reduced on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, a pro rata basis on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 20102016 to $450 million, there without premium or penalty; and (iv) Section 2.05(c)(i)(A) of the Existing Credit Agreement shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on revised to include a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant reference to Section 4.2(a7.05(r), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 6.02), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loan as set forth in Section 4.2(d2.05(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or (other than the Capital Markets Division Disposition and the Concept Capital Markets Division Disposition), Recovery Event or Extraordinary Receipt then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loan as set forth in Section 4.2(d2.05(d); provided thatprovided, notwithstanding that (i) the foregoingaggregate Net Cash Proceeds of Asset Sales, Recovery Events and Extraordinary Receipts that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any Fiscal Year and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Loan as set forth in Section 4.2(d2.05(d). (c) If, for at any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flowtime during any Fiscal Quarter, the Borrower shallreceives Excess Payments under the Redemption Agreement, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage an amount equal to 100% of such Excess Cash Flow and (ii) all optional prepayments Payments shall be applied on the Payment Date immediately succeeding the last day of the Term Loans during such fiscal year Fiscal Quarter toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to Loan as set forth in Section 7.1(a2.05(d), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts All amounts to be applied in connection with mandatory prepayments and commitment reductions of the Loan made pursuant to this Section 4.2(a), (b) and (c) 2.05 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) Loan and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions principal repayment installments thereof in inverse order of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loansmaturity. Each prepayment of the Loans Loan under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.05 shall be accompanied by accrued interest to the date of such prepayment on the amount so prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by Holdings, the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), then on the date of such incurrence, the Loans shall be prepaid (without any automatic reduction of Revolving Credit Commitments), by an amount equal to 100% the amount of the Net Cash Proceeds thereof shall be applied on the date of such issuanceincurrence. The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Holdings, incurrence the Borrower or contribution toward the prepayment any of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d)its Subsidiaries. (b) If Unless the Required Lenders shall otherwise agree, if on any date Holdings, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% on the date of receipt by Holdings, the Borrower or any of its Subsidiaries of such Net Cash Proceeds thereof Proceeds, the Loans shall be applied on such date toward the prepayment of the Term Loans and the prepaid (without any automatic reduction of Revolving Credit Commitments) by an amount equal to the Revolving Commitments as set forth in Section 4.2(d)amount of such Net Cash Proceeds; provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, Date the Loans shall be prepaid (without any automatic reduction of Revolving Credit Commitments) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment Event. The provisions of the Loans as set forth in this Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on do not constitute a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered consent to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application consummation of any prepayment pursuant to Disposition not permitted by Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid7.5.

Mandatory Prepayments and Commitment Reductions. (a) Upon receipt by the Borrower of Net Cash Proceeds (whether in the form of a distribution from the Project Company, ProjectCo Pledgor or otherwise) in respect of any Project Company Asset Disposition, Project Company Casualty Event or Project Company Event of Eminent Domain, such Net Cash Proceeds shall be applied to the prepayment of the Loans and other Obligations in the order set forth in Section 2.7(f) and in accordance with the Collateral Agency Agreement. (b) If any Indebtedness shall be issued or incurred by the Borrower or ProjectCo Pledgor (excluding any Group Member (other than Excluded IndebtednessIndebtedness that is permitted by Section 7.1), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt by the Borrower thereof, if the Borrower issued or incurred such issuanceIndebtedness, incurrence or contribution toward within five (5) Business Days of receipt by the ProjectCo Pledgor thereof, if the ProjectCo Pledgor issued or incurred such Indebtedness, to the prepayment of Loans and other Obligations in the order set forth in Section 2.7(f) and in accordance with the Collateral Agency Agreement. (c) The Borrower shall, on each Repayment Date, commencing with the first Repayment Date, prepay the Term Loans outstanding on such Repayment Date with Excess Cash Flow as follows: (i) first, prepay the outstanding principal amount of the Term Loans and in an amount equal to the reduction lesser of (A) the amount necessary to cause the outstanding principal amount of the Revolving Commitments Term Loans to equal the Target Debt Balance as set forth of such Repayment Date and (B) 100% of the amount of Excess Cash Flow; and (ii) second, to the extent of any remaining amount of Excess Cash Flow following the application of funds as contemplated by clause (i) above, prepay the outstanding principal amount of the Term Loans in Section 4.2(d)an amount equal to the excess, if any, of (A) the remaining Excess Cash Flow minus (B) the Excess Cash Distribution Amount. (bd) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice Additional Senior Notes (as defined under the ProjectCo Note Purchase Agreement) shall be delivered in respect thereofissued or incurred by the Project Company, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on such the date toward of receipt thereof by the Borrower to the prepayment of the Term Loans and other Obligations in the reduction of the Revolving Commitments as order set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b2.7(f) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidCollateral Agency Agreement.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on within five Business Days after the date of such issuance, incurrence or contribution toward the prepayment of the Tranche B Term Loans and the reduction of any remaining unfunded Tranche B Term Commitments as set forth in Section 4.2(d). If any Capital Stock shall be issued by Holdings to any Person other than (i) any Group Member or any employee or director of a Group Member or (ii) the Revolving Sponsor or its Control Investment Affiliates or Co-Investors, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied within five Business Days after the date of such issuance toward the prepayment of the Tranche B Term Loans and the reduction of any remaining unfunded Tranche B Term Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the all such Net Cash Proceeds thereof shall be applied on within five Business Days after such date toward the prepayment of the Tranche B Term Loans and the reduction of the Revolving any remaining unfunded Tranche B Term Commitments as set forth in Section 4.2(d); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the such prepayment of the Loans as set forth in Section 4.2(d)and reduction. (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Tranche B Term Loans and the reduction of the Revolving CommitmentsLoans. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory the prepayments and commitment the Tranche B Term Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 4.2 shall be applied, first, to the prepayment of the Tranche B Term Loans in accordance with Section 4.8(b) and and, second, to permanently reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofwithout any required cash payment), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agentany remaining unfunded Tranche B Term Commitments. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded excluding any Indebtedness permitted to be incurred by any Group Member in accordance with Section 6.1, except for Indebtedness incurred pursuant to Section 6.1(d) and Credit Agreement Refinancing Indebtedness), concurrently with, and as a condition to the closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.6(d). (b) If on If, for any date any Group Member shall receive Net Excess Cash Proceeds from any Asset Sale or Recovery Event thenFlow Period, unless a Reinvestment Notice there shall be delivered in respect thereof, 100% of the Net Excess Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment DateFlow, an amount equal to the Reinvestment Prepayment Amount with respect excess of (i) ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of Indebtedness (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of all Purchases by the Company or MS Holdco (determined by the actual cash purchase price paid and not the par value of the Loans purchased) and voluntary prepayments of Term Loans made by the Borrower during the Specified Period, shall, on the relevant Reinvestment Event shall Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in Section 4.2(d2.6(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten Business Days after the earlier of (A) the date on which the financial statements of the Borrower Company referred to in Section 7.1(a5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and Lenders. (Bc) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event which, when taken together with the Net Cash Proceeds theretofore received by any Group Member from such Asset Sale or Recovery Event (collectively the “Cumulative Net Cash Proceeds Amount”), are greater than $5,000,000 (the “Asset Sale Reduction Amount”), then, unless a Reinvestment Event has occurred, such Net Cash Proceeds (up to an amount equal to the excess of the Cumulative Net Cash Proceeds Amount over the Asset Sale Reduction Amount) shall be applied from such Net Cash Proceeds within ten Business Days of such date to either (x) prepay outstanding Term Loans in accordance with Section 2.6(d) or (y) if such financial statements Net Cash Proceeds are actually deliveredfrom the sale or disposition of any, or a Recovery Event in respect of, ABL Priority Collateral, repay outstanding borrowings under the ABL Credit Agreement; provided that notwithstanding the foregoing on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale Event shall be applied to prepay the outstanding Term Loans as set forth in Section 2.6(d). (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b2.6(b) and (c) shall be applied, firstto (A) in the case of a prepayment pursuant to clause (b) above, to the prepayment of the Term Loans and (B) at the Company’s option in the case of a prepayment pursuant to clause (c) above, outstanding Indebtedness incurred pursuant to Section 6.1(d) and (e) (collectively, “Other Applicable Indebtedness”); provided that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with Section 4.8(bthe terms hereof) and second, to reduce permanently unless such application would result in the Revolving Commitments. Any such reduction holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate outstanding principal amount of Revolving Term Loans and Swingline Loans then Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding is less than Term Loans; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such excess Net Cash Proceeds shall promptly (because L/C Obligations constitute a portion thereof)and, in any event, within ten Business Days after the Borrower shall, date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory Net Cash Proceeds would otherwise have been required to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loansapplied if such Other Applicable Indebtedness was not then outstanding). Each prepayment of the Term Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Company’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment pursuant to clause (b) or (c) above (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be retained by the Company and its Restricted Subsidiaries (subject to any prepayment obligations it may have with respect to other Indebtedness). (e) Notwithstanding the foregoing, if the Company reasonably determines in good faith that any amounts attributable to Foreign Subsidiaries that are required to be prepaid pursuant to Sections 2.6(b) and (c) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), in each case as set forth in a certificate delivered by a Responsible Officer of the Company to the Administrative Agent, then the Borrower shall not be required to prepay such amounts as required under Sections 2.6(b) and (c) until such material tax consequences or local law violation no longer exists (any such limitation, a “Repatriation Limitation”); provided that the Borrower shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences. (f) The Borrower shall deliver to the Administrative Agent (who will notify each Lender) notice of each prepayment required under this Section 2.6 not less than five Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid, and (iii) the Type of each Loan being prepaid. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness permitted in accordance with Section 7.2 (other than Excluded Term Loan Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(e); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% the Asset Sale Percentage of the such Net Cash Proceeds thereof shall be applied on within 10 Business Days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(e); provided provided, that, notwithstanding the foregoing, no such prepayment shall be required to the extent that the aggregate Net Cash Proceeds received from Asset Sales or Recovery Events in any fiscal year is less than $50,000,000 (it being understood that only amounts in excess of such thresholds shall be required to be applied to any prepayment); provided further that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.11(e); provided further that, notwithstanding the foregoing, such Net Cash Proceeds may be applied towards the prepayment or purchase of Pari Passu Secured Indebtedness to the extent the documentation governing such Indebtedness requires such a prepayment or purchase with Net Cash Proceeds from any Asset Sale or Recovery Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness (provided that, in the event that the Borrower or applicable Restricted Subsidiary makes an offer to the holders of such Pari Passu Secured Indebtedness to prepay or purchase such Pari Passu Secured Indebtedness in an amount permitted under this Section 2.11(b), to the extent that such offer is declined by holders of such Pari Passu Secured Indebtedness (the declined amount, the “Other Debt Declined Amount”), the Borrower shall be required to prepay Term Loans in an amount equal to such Other Debt Declined Amount as if the Other Debt Declined Amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their Other Debt Declined Amount). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the difference between prepayment of the Term Loans as set forth in Section 2.11(e) the excess of (ix) the ECF Percentage of such Excess Cash Flow and over (iiy) solely to the extent not funded with the proceeds of long-term Indebtedness or the proceeds of any issuance of Capital Stock, the aggregate amount of (1) all optional prepayments of the Term Loans made during such Excess Cash Flow Period pursuant to Section 2.10, (2) all optional prepayments of Pari Passu Secured Indebtedness made during such Excess Cash Flow Period, (3) all prepayments of ABL Loans during such fiscal year toward Excess Cash Flow Period to the prepayment of the Term Loans and the extent accompanied by a permanent reduction of the Revolving ABL Commitments, and (4) all Loan purchases made during such Excess Cash Flow Period pursuant to Section 2.25 and Section 10.6(e) (provided that the aggregate amount of any such purchase shall be the amount of the Borrower’s cash payment in respect of such purchase). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five 10 Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year Excess Cash Flow Period with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) On or after the fifth anniversary of the Closing Date, the Borrower shall pay in cash all accrued interest and/or original issue discount (as determined for U.S. federal income tax purposes) to the extent necessary so that the Initial Term Loans will not be classified as “applicable high yield discount obligations” under Section 163(i) of the Code (or any successor provision). It is the intent of the Borrower that payments on the Initial Term Loans made pursuant to this Section 2.11(d) be made such that Section 163(e)(5) of the Code (or any successor provision) would not apply to the Initial Term Loans and the provisions of this Agreement related to the Initial Term Loans shall be applied consistently therewith. The computations and determinations made by the Borrower for purposes of this Section 2.11(d) shall be binding upon each Lender. (e) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, made first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) With respect to any prepayment pursuant to this Section 2.11 of Initial Term Loans and, unless otherwise specified in the applicable Incremental Term Loan Activation Notice, other Term Loans, any Term Lender, at its option, may elect not to accept such prepayment. The Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under this Section 2.11 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. Such Lender’s Declined Amount may be retained by the Borrower. (g) Notwithstanding any other provisions of this Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term 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 or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (in the case of Excess Cash Flow, net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.11 (provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less (in the case of Excess Cash Flow) the amount of additional taxes that would have been payable or reserved against if such Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

Mandatory Prepayments and Commitment Reductions. (a) If for any Indebtedness reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall be incurred immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by any Group Member (other than Excluded Indebtednesssuch excess amount; provided, however, that, subject to Section 2.24(a), an amount equal the Borrower shall not be required to 100% of Cash Collateralize the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment of the Term Loans and the reduction in full of the Revolving Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments as set forth then in Section 4.2(d)effect. (b) If on any date any Group Member a Trigger Event or an Event of Default has occurred and is continuing, the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term prepay Revolving Loans and Cash Collateralize the reduction of the Revolving Commitments L/C Obligations as set forth in Section 4.2(d2.25(b); provided that. If on any date a Partial Trigger Event has occurred and is continuing, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to Borrower shall prepay Revolving Loans and Cash Collateralize the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans L/C Obligations as set forth in Section 4.2(d2.26(b). (c) IfThe Borrower shall notify the Administrative Agent of any Change of Control at least five (5) Business Days before the date thereof, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there which notice shall be Excess Cash Flow, constitute an offer by the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) to terminate all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments of each Lender and to prepay all outstanding Revolving Loans thereunder on the date of such Change of Control. The Administrative Agent shall provide a notice thereof (each, a “Prepayment Notice”) to each Lender as promptly as practicable thereafter. Each such prepayment and commitment reduction shall be made on Lender may in its sole discretion reject all or a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier portion of (A) the date on which the financial statements its pro rata share of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such any offered permanent reduction of the Revolving Commitments of each Class under this Section 2.9(c) (such declined amounts, such Lender’s “Declined Amount”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 P.M. three (3) Business Days after delivery of the Prepayment Notice regarding such permanent reduction and related mandatory prepayment (such time, the “Rejection Deadline”). Each Rejection Notice from a given Lender shall specify such Lender’s Declined Amount of each Class of Revolving Commitments held by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent by the Rejection Deadline with respect to any Class of Revolving Commitments held by such Lender with respect to a Prepayment Notice or such Rejection Notice fails to specify such Lender’s Declined Amount with respect to any Class of Revolving Commitments held by such Lender, any such failure will be deemed an acceptance of the total amount of such permanent reduction of Revolving Commitments of the applicable Class (and related mandatory prepayment of Revolving Loans). No later than 2:00 P.M. on the date of the Change of Control, the Borrower shall permanently reduce the Revolving Commitments of each Class of each Lender by an amount equal to such Lender’s Revolving Commitments of such Class then in effect less such Lender’s Declined Amount for such Class with respect to such Prepayment Notice. Upon the occurrence of any such reduction of Revolving Commitments, each of the Lenders shall assign or purchase, as applicable, at the principal amount thereof, such interests in the Revolving Loans and participation interests in L/C Obligations (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such date as shall be accompanied by prepayment necessary in order that, after giving effect to all such assignments and purchases, all of the Revolving Loans and/or Swingline Loans and participation interests in L/C Obligations outstanding on such date will be held by the remaining Lenders ratably in accordance with their Revolving Commitments after giving effect to such reductions in the Revolving Commitments. Such assignments and purchases shall be made pursuant to such procedures as may be designated by Administrative Agent and shall not be required to be effectuated in accordance with Section 10.6. In addition to the extentforegoing, if anyto the extent that after giving effect to such reduction and reallocation, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments as so reduced; provided that if then in effect, the aggregate principal amount of Borrower shall immediately prepay Revolving Loans and Swingline Loans then outstanding is less than and/or Cash Collateralize the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit in an amount in cash in a cash collateral account established with not less than the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. applicable Minimum Collateral Amount multiplied by such excess amount. (d) The application of any prepayment pursuant to Section 4.2 2.9 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 4.2 2.9 (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction pursuant to Section 2.9(b) shall be allocated pro rata among all Lenders according to their respective Revolving Percentages. Each prepayment and Revolving Commitment reduction pursuant to Section 2.9(c) shall be allocated in accordance with such Section.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Group Member Loan Parties (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 6.1), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward to the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.6(d). (b) If If, on any date date, any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% thereof on or prior to the fifth Business Day following the receipt of the Net Cash Proceeds thereof from such Asset Sale or Recovery Event (the “Reinvestment Notice Date”), such Net Cash Proceeds shall be applied on such date toward after the Reinvestment Notice Date to the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, 2.6(d) and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward to the prepayment of the Loans as set forth in Section 4.2(d2.6(d). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102013, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application DateDate applicable to such fiscal year, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward to the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 2.6(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days fifteen (15) days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a), 5.1(a) for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.6 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof2.12(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.6 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.6(d) or 2.12, the Borrower will, in lieu of applying the amount of any mandatory prepayment described in Section 2.6 (such amount, the “Initial Prepayment Amount”) to the prepayment of Loans as provided in paragraph (d) above, on the date specified in Section 2.6 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit E, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten (10) Business Days after the date of the Prepayment Option Notice, the Loans of such Lender by an amount equal to the portion of the Initial Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Loans. On the Mandatory Prepayment Date, the Borrower shall pay to the relevant Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Loans in respect of which such Lenders have accepted prepayment as described above.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock or Indebtedness shall be incurred issued or Incurred by the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness Incurred in accordance with Section 7.2 or Capital Stock issued in accordance with Section 7.9), an amount equal to 100% of the Net Cash Proceeds thereof of any Indebtedness Incurred and 75% of the Net Cash Proceeds of any Capital Stock issued shall be applied on the date of such issuance, incurrence issuance or contribution Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d); provided that, PROVIDED that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d). (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20101997, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCredit Commitments as set forth in Section 2.10(d). Each Except as set forth in Section 2.16(d), each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”"EXCESS CASH FLOW APPLICATION DATE") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.10 shall be applied, firstFIRST, to the prepayment of the Term Loans in accordance with Section 4.8(b) and secondand, SECOND, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; provided , PROVIDED that if the aggregate principal amount of Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 2.10 shall be made, firstFIRST, to Base Rate Loans and, secondSECOND, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 2.10 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by the Borrower or any Group Member of its Restricted Subsidiaries (excluding any Indebtedness issued or incurred in accordance with Section 7.2 (other than Excluded IndebtednessSection 7.2(h))), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of within five Business Days after such issuance, incurrence or contribution receipt thereof toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(d). (b) If on any date the Borrower or any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, in each case, in excess of $2,500,000 in any single transaction or series of related transactions, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on within five Business Days after such date receipt toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.12(d). (c) If, for [Reserved]. (d) To the extent that at any fiscal year time the aggregate outstanding principal amount of the BorrowerRevolving Credit Loans and Letters of Credit shall exceed the Total Revolving Credit Commitments then in effect, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, then the Borrower shall, on the relevant Excess Cash Flow Application Datewithin four Business Days, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of repay the Revolving Commitments. Each Credit Loans to eliminate such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually deliveredexcess. (de) Amounts to be applied in connection with mandatory prepayments and commitment reductions of Term Loans made pursuant to this Section 4.2(a), (b) and (c) 2.12 shall be applied, first, applied to the prepayment remaining installments of the Term Loans as directed by the Borrower, or in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount absence of such excess (because L/C Obligations constitute a portion thereof), direction in the Borrower shall, to the extent inverse order of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loansmaturity. Each prepayment of the Loans under pursuant to this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Notwithstanding any other provisions of this Section 2.12, to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary attributable to a Foreign Subsidiary that is required to be applied to prepay Term Loans pursuant to this Section 2.12 (i) would be prohibited or delayed by any applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations) (provided that the Borrower shall take commercially reasonable actions available under local law to permit such repatriation) or (ii) repatriation of such amount to the Borrower or any Subsidiary would result in material adverse tax consequences as determined in good faith by the Borrower (including, without limitation, as a result of any withholding of cash or the upstreaming of cash) with respect to such amount, then in each case, the Borrower shall not be required to apply the portion of such Net Cash Proceeds so affected to prepay the Term Loans at the times provided in clause (b) of this Section 2.12 but may be retained by the applicable Foreign Subsidiary so long as clause (i) or (ii) above is applicable, and once neither clause (i) nor clause (ii) above is applicable, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional Taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans to the extent required pursuant to this Section 2.12; provided that no such prepayment of the Term Loans pursuant to this Section 2.12 shall be required in the case of any such Net Cash Proceeds the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required under this Section 2.12(f) to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice, the Borrower applies an amount equal to (x) the amount of such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had been received by the Borrower or a Domestic Subsidiary rather than such Foreign Subsidiary, minus (y) the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (or, if less, the Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary). (g) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.12 concurrently with or prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of such prepayment notice and of such Lender’s pro rata share of the prepayment. Each Term Loan Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment other than any such mandatory prepayment made in accordance with Section 2.12(a) (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 2.12 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m., Local Time two Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be returned to the Borrower (at the Borrower’s expense) to be retained by the Borrower.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date the US Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date within three Business Days toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.06(c); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d4.06(c). (cb) IfIf on any date the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Capital Market Transactions, for any fiscal year then an amount equal to 75% of the BorrowerNet Cash Proceeds from such Capital Market Transaction (to the extent such Net Cash Proceeds, commencing together with the fiscal year ending December 31, 2010, there Net Cash Proceeds from prior Capital Markets Transactions after the date hereof are in excess of $200,000,000) shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage applied within five Business Days of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward issuance or incurrence to the prepayment of the Term Loans and as set forth in Section 4.06(c); provided, that, notwithstanding the reduction foregoing, any Net Cash Proceeds from any Capital Markets Transactions of less than $200,000,000 shall be applied to prepay any amounts outstanding under the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually deliveredCredit Facility. (dc) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) 4.06 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof4.13(a)(iii), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 4.06 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar LoansLoans in a manner that minimizes amounts due under Section 4.11. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 4.06 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock (other than a Permitted Issuance) or Indebtedness shall be incurred issued or Incurred by Holdings, the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Incurrence of Indebtedness in accordance with subsection 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence issuance or contribution Incurrence toward the prepayment of the Term Loans and to the extent of any excess to the reduction of the Revolving Credit Commitments as set forth in Section 4.2(dsubsection 2.9(d), provided that if, at the time of such issuance or Incurrence, the Consolidated Leverage Ratio as of the last day of the most recent Test Period is (i) less than 5.00 to 1.00 and greater than or equal to 4.00 to 1.00, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or Incurrence first, toward the prepayment of the Term Loans, and second, to the reduction of the Revolving Credit Commitments as set forth in subsection 2.9(d) and (ii) less than 4.00 to 1.00, no such prepayment or reduction shall be required in respect of such issuance or Incurrence. (b) If on any date Holdings, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on applied, within five Business Days after such date date, toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(dsubsection 2.9(d); , provided that, notwithstanding the foregoing, that if a Reinvestment Notice shall be delivered in respect thereof (i) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each Credit Commitments as set forth in subsection 2.9(d) and (ii) if such prepayment Net Cash Proceeds relate to an Asset Sale pursuant to subsection 7.5(h) or an Asset Swap Transaction pursuant to subsection 7.5(i) and commitment reduction a Reinvestment Notice has been delivered in connection therewith, pending such Reinvestment Prepayment Date, such Net Cash Proceeds shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered applied to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made repayment of Revolving Credit Loans pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.subsection 2.8

Mandatory Prepayments and Commitment Reductions. (a) If Upon the occurrence of any Indebtedness Equity Issuance by the Company or any of its Subsidiaries, the Borrowers shall be incurred by any Group Member (other than Excluded Indebtedness), prepay the Revolving Loans in an amount equal to the lesser of (x) the then outstanding principal amount of the Revolving Loans and accrued and unpaid interest thereon and (y) 100% of the Net Cash Proceeds thereof of such Equity Issuance. Such prepayment shall be applied on made within ten (10) Business Days after the date of such issuance, incurrence or contribution Equity Issuance and shall be applied toward the prepayment of the Term Revolving Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.22(d). (b) Upon the incurrence of any Debt (as specified in clauses (a) and (j) of the definition thereof) by the Company or any of its Subsidiaries (excluding any Obligations), the Borrowers shall prepay the Revolving Loans in an amount equal to the lesser of (x) the then outstanding principal amount of the Revolving Loans and accrued and unpaid interest thereon and (y) 100% of the Net Cash Proceeds of such Debt. Such prepayment shall be applied within ten (10) Business Days after the date of such incurrence of Debt toward the prepayment of the Revolving Loans as set forth in Section 2.22(d). (c) If on any date the Company or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofthereof (within ten (10) Business Days after such Asset Sale, 100% Purchase Price Refund or Recovery Event), the Borrowers shall prepay the Revolving Loans in an amount equal to the lesser of (x) the then outstanding principal amount of the Revolving Loans and accrued and unpaid interest thereon and (y) such Net Cash Proceeds thereof Proceeds. Such prepayment shall be applied on the 11th Business Day following such date Asset Sale, Purchase Price Refund or Recovery Event toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d2.22(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.22 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and secondRevolving Loans, to reduce permanently but not the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment pursuant to this Section 4.2 2.22 shall be made, first, to Base Rate Loans andLoans, second, to Eurodollar Index Rate Loans and, third, to LIBOR Loans; provided that if such prepayment of LIBOR Loans would result in a breakage cost pursuant to Section 2.18(a), the Company shall have the option to direct the Administrative Agent to invest the prepayment otherwise required to be made on such LIBOR Loans in certificates of deposit or money market accounts issued by the bank serving as the Administrative Agent (but otherwise at the Company’s sole risk) until the end of the currently effective interest periods for such LIBOR Loans or such time as such LIBOR Loans may otherwise be prepaid without a breakage cost pursuant to Section 2.18(a); such investments shall be deemed to be additional collateral for the Obligations and held on the terms of Section 3 hereof. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.21 or otherwise, the Borrowers shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.18. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, third to the Index Rate Loans to the fullest extent thereof, and finally to the LIBOR Loans to the full extent thereof. If after giving effect to prepayment of all Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrowers shall be required to provide cash collateral for the Letters of Credit pursuant to the foregoing sentence, the Borrowers shall effect the same by paying to the Administrative Agent, for the benefit of the Issuing Bank, immediately available funds in an amount equal to the required amount, which funds shall be retained by the Administrative Agent, for the benefit of the Issuing Bank, in a cash collateral account until the earlier to occur of (1) the date the affected Letters of Credit shall have been terminated or cancelled, and (2) the date the Revolving Credit Exposure of all Lenders no longer exceeds the Aggregate Revolving Commitment Amount, at which time the cash collateral shall be paid to the Company.

Mandatory Prepayments and Commitment Reductions. (a) If the Borrower or any of its Subsidiaries (or Holdings on behalf of the Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds from any: (i) (to the extent that amounts are available for application to the Lenders pursuant to Section 5.2 of the Intercreditor Agreement) Asset Sale, it shall deposit (or cause to be deposited) upon receipt thereof such Net Cash Proceeds to the Event Proceeds Account and such Net Cash Proceeds shall be applied to the prepayment of the Loans, Cash Collateralization of Letters of Credit and reduction of all the Commitments, in each case, to the extent contemplated by Section 6.17, the Depositary Agreement and as set forth in Section 2.9(c). (ii) (to the extent that amounts are available for application to the Lenders pursuant to Section 5.2 of the Intercreditor Agreement) Recovery Event, it shall deposit (or cause to be deposited) upon receipt thereof such Net Cash Proceeds to the Event Proceeds Account and such Net Cash Proceeds shall be applied to the prepayment of the Loans, Cash Collateralization of Letters of Credit and reduction of all the Commitments, in each case, to the extent contemplated by Section 6.16, the Depositary Agreement and as set forth in Section 2.9(c). (iii) Specified Asset Disposition, it shall deposit (or cause to be deposited) upon receipt thereof an amount equal to the Specified AD Prepayment Amount to the Event Proceeds Account and such Net Cash Proceeds shall be applied to the prepayment of the Term Loans to the extent contemplated by Section 7.5(n), the Depositary Agreement and as set forth in Section 2.9(c). (iv) PPA Buyout, it shall deposit (or cause to be deposited) upon receipt thereof such Net Cash Proceeds to the Event Proceeds Account in an amount equal to: (A) if, after giving pro forma effect to such PPA Buyout, the aggregate reduction in projected Cash Available for Debt Service resulting from such PPA Buyout and all other PPA Buyouts and Specified Asset Dispositions occurring before and as of the date of such PPA Buyout does not exceed 25% of Cash Available for Debt Service from the Projects (as determined by reference to the Projections delivered as of the Closing Date), the PPA Buyout Prepayment Amount and such Net Cash Proceeds shall be applied to the prepayment of the Term Loans to the extent contemplated by the Depositary Agreement and as set forth in Section 2.9(c); or (B) if, after giving pro forma effect to such PPA Buyout, the aggregate reduction in projected Cash Available for Debt Service resulting from such PPA Buyout and all other PPA Buyouts and Specified Asset Dispositions occurring before and as of the date of such PPA Buyout exceeds 25% of Cash Available for Debt Service from the Projects (as determined by reference to the Projections delivered as of the Closing Date), 100% of such Net Cash Proceeds and such Net Cash Proceeds shall be applied to the prepayment of the Loans, Cash Collateralization of Letters of Credit and reductions of all Commitments, in each case, to the extent contemplated by the Depositary Agreement and as set forth in Section 2.9(c). (b) If any Indebtedness shall be issued or incurred by the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward to the prepayment of Loans in the Term Loans inverse order of maturity and the reduction of the Revolving Commitments as set forth in Section 4.2(d)2.9(c) and in accordance with the Depositary Agreement. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments of Loans and commitment reductions of Commitments made pursuant to Section 4.2(aparagraphs (a)(i), (ba)(ii), (a)(iv)(B) and (cb) above shall be appliedapplied without penalty or premium (except for breakage costs, if any) as follows: (A) first, simultaneously to the prepayment of prepay the Term Loans in accordance with Section 4.8(b2.15(b) and pay any termination payments required to be paid under any Interest Rate Hedging Agreements in order to maintain compliance with Section 6.8; (B) second, to reduce permanently repay the Revolving Commitments. Any such reduction Loans in accordance with Section 2.15(c); (C) third, to ratably Cash Collateralize any outstanding Letters of Credit; and (D) fourth, any amount remaining may be retained by the Borrower; provided that all of the Revolving Commitments shall have been terminated in accordance with Section 2.15(c). (ii) Amounts to be accompanied by prepayment applied in connection with prepayments of the Revolving Term Loans and/or Swingline Loans made pursuant to the extentparagraphs (a)(iii) and (a)(iv)(A) above shall be applied without penalty or premium (except for breakage costs, if any, that ) to prepay the Total Revolving Extensions of Term Loans in accordance with Section 2.15(b) and pay any termination payments required to be paid under any Interest Rate Hedging Agreements in order to maintain compliance with Section 6.8. 44 Sunshine (National) – Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess Agreement (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. iii) The application of any prepayment pursuant to this Section 4.2 2.9 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. . (iv) Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if any Indebtedness Capital Stock shall be incurred by any Group Member issued (other than Excluded Indebtedness)to the Permitted Investors) or any Funded Debt (excluding Funded Debt incurred in accordance with Section 7.2 as in effect on the date of this Agreement) shall be incurred, in either case by Holdings, the Borrower or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if on any date Holdings, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (other than the Headquarters Sale-Leaseback) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.12(d); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year plus, in the fiscal year that any such Asset Sale occurs as permitted under Section 7.5, the Net Cash Proceeds from any Asset Sale of Pizza Play, Roadhouse, the Wisconsin Facility or Tahoe Joe's and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.12(d). (c) IfUnless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending on or about December 31, 20102001, there shall be Excess Cash Flow, the Borrower shallshall or shall cause the applicable Subsidiary to, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCredit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.such

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness for Borrowed Money shall be issued or incurred by the Company or any Group Member of its Restricted Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with subsection 6.1(a) through (d) as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(dsubsection 2.10(c), PROVIDED that the provisions of this subsection shall be inapplicable to Indebtedness for Borrowed Money issued or incurred subsequent to the Closing Date in an aggregate principal amount not in excess of $100,000,000 so long as, after giving effect to the issuance or incurrence thereof, the ratio of Total Debt then outstanding to Operating Cash Flow for the then most recently ended period of four consecutive fiscal quarters for which financial statements shall have been delivered to the Banks pursuant to subsection 5.1 is less than 4.5 to 1.0. (b) If on any date the Company or any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofthereof within 30 days after such Asset Sale or Recovery Event, 100% of the such Net Cash Proceeds thereof shall be applied on the 30th day after such date Asset Sale or Recovery Event toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(dsubsection 2.10(c); provided PROVIDED, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to Commitments as set forth in Section 7.1(asubsection 2.10(c), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (dc) Amounts to be applied in connection with mandatory prepayments and commitment reductions Any payments of the Loans made pursuant to Section 4.2(a), (b) and (c) this subsection shall be applied, first, applied FIRST to the prepayment of the Term Loans in accordance Loans, with Section 4.8(b) such prepayment being applied to the installments of principal thereof ratably according to the then remaining amounts thereof, and second, SECOND to reduce permanently the Revolving Commitments. Any such permanent reduction of the Revolving Commitments shall be accompanied by Credit Commitment (and to the prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, extent that the Total then aggregate outstanding principal amount thereof exceeds the Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments Commitment as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent . Amounts prepaid on account of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall Term Loan Notes may not be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidreborrowed.

Mandatory Prepayments and Commitment Reductions. (a) If Within ten (10) days of the date of receipt by Borrower or any Indebtedness of its Subsidiaries of any Net Cash Proceeds of Sale, Borrower shall be incurred by any Group Member make a mandatory prepayment, without premium or penalty (other than Excluded Indebtednesscosts required to be paid pursuant to Section 2.13(d)), of the outstanding Advances or, to the extent that at such time no Advances are outstanding, shall cash collateralize any outstanding Letters of Credit, in an amount equal to 100% of the such Net Cash Proceeds thereof of Sale. In the event a mandatory prepayment or cash collateralization is required to be made under this Section 2.08(a), the Commitment Amount shall be applied on permanently reduced immediately by the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d)amount thereof. (b) If on at any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% time (A) the sum of the Net Cash aggregate principal amount of the outstanding Advances plus the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all unreimbursed drawings under Letters of Credit shall exceed (B) the excess of Commitment Amount over the Reinvestment Proceeds thereof Amount, Borrower shall, without demand or notice, prepay Advances or cash collateralize or replace Letters of Credit in such amount as may be necessary to eliminate such excess, and Borrower shall be applied take such action on the Banking Day on which Borrower learns or is notified of the excess, if Borrower so learns or is so notified prior to 1:00 p.m. (New York City time) on such date toward day, and otherwise on the immediately succeeding Banking Day. Notwithstanding any contrary provision contained herein, the prepayment of any Advance or cash collateralization or replacement of any Letter of Credit hereunder (including, without limitation, pursuant to this Section 2.08 or Section 2.10) as a result of the Term Loans and the termination or permanent reduction of the Commitment Amount, the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding Credit Commitment Amount or the foregoing, L/C Commitment Amount shall be accompanied by the payment of accrued interest on each Reinvestment Prepayment Date, an the amount equal prepaid to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment date of the Loans as set forth in Section 4.2(d)payment. (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional Any prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.08 shall be applied, first, applied first to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, Reference Rate Advances to the extent of the balance of such excess, replace then outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory then to Eurodollar Rate Advances to the Administrative Agent. The application of any prepayment pursuant extent then outstanding, subject to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid2.13(d).

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding (x) any Indebtedness incurred in accordance with Section 7.2 and (y) any Permitted Warrant (to the extent such Permitted Warrant constitutes Indebtedness)), other than Excluded Indebtedness(i) the amount by which the aggregate purchase price for receivables paid by investors or the loans from such investors in connection with any Receivables Financing and outstanding at any time exceeds $575,000,000 and (ii) the Borrower’s direct or indirect ratable share (determined in accordance with the Borrower’s direct or indirect ownership of the relevant Specified Joint Venture) of Indebtedness incurred under an agreement described in Section 7.14(c)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof to the extent exceeding $5,000,000 in any single transaction or series of related transactions shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided provided, that, notwithstanding the foregoing, (i) any Net Cash Proceeds of Asset Sales and Recovery Events shall be excluded from the foregoing requirement if a Reinvestment Notice shall be delivered, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each Commitments as set forth in Section 2.11(d) and (iii) no such prepayment and commitment reduction shall be required as a result of any Disposition pursuant to Section 7.5(g) to the extent that, following the Closing Date and prior to the date of such Disposition, a prepayment has been made pursuant to Section 2.10(a) of Term Loans (which prepayment may be made utilizing the proceeds of a Revolving Loan); provided that the amount of prepayments that may be excluded pursuant to this clause (iii) shall be equal to the amount of such prepayments made pursuant to Section 2.10(a) and shall not exceed $125,000,000 in the aggregate; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a date pari passu basis with the Borrowings to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof (and such requirement has not been declined or waived) with the proceeds of such Asset Sale or Recovery Event, in each case in an “Excess Cash Flow Application Date”) no later than five Business Days after amount not to exceed the earlier product of (Ax) the date on which the financial statements amount of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders Net Cash Proceeds and (By) a fraction, the date numerator of which is the outstanding principal amount of such financial statements are actually deliveredother Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term A Loans and such other Indebtedness (c) [Reserved]. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.17(b) and and, second, when the Term Loans have been paid in full, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Upon the occurrence of any Indebtedness Equity Issuance by the Company or any of its Subsidiaries, (1) until such time as the Term Loans shall have been repaid in full, all Net Cash Proceeds thereof shall be incurred by any Group Member applied within ten (other than Excluded Indebtedness10) Business Days after the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.23(d); and (2) thereafter, an amount equal to 10060% of the Net Cash Proceeds thereof shall be applied on within ten (10) Business Days after the date of such issuanceissuance toward the prepayment of the Revolving Loans as set forth in Section 2.23(d). (b) Upon the incurrence of any Debt (as specified in clauses (a) and (j) of the definition thereof) by the Company or any of its Subsidiaries (excluding any Obligations), an amount equal to 75% of the Net Cash Proceeds thereof shall be applied within ten (10) Business Days after the date of such incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.23(d). (c) If on any date the Company or contribution any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (within ten (10) Business Days after such Asset Sale, Purchase Price Refund or Recovery Event), such Net Cash Proceeds shall be applied on the 11th Business Day following such Asset Sale, Purchase Price Refund or Recovery Event toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.23(d); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $150,000 in any fiscal year of the Company; and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to Commitments as set forth in Section 7.1(a2.23(d), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments made pursuant to Section 2.23(a) and 2.23(b) shall be applied first, to the prepayment of the Term Loans, and second, to the prepayment of the Revolving Loans, but not the reduction of the Revolving Commitments. Amounts to be applied in connection with prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c2.23(c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans Credit Exposure to the extent, if any, that the Total Revolving Extensions of Credit exceed Exposure exceeds the amount of the Total Aggregate Revolving Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans Credit Exposure then outstanding is less than the amount of such excess (because L/C Obligations constitute LC Exposure constitutes a portion thereof), the Borrower Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the ratable benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar LIBOR Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) To the extent that the aggregate amount of outstanding Revolving Credit Exposure exceeds the Borrowing Base at any time, and upon the Administrative Agent’s demand therefor, the Borrowers shall pay such excess amount by first prepaying the Revolving Loans, next prepaying amounts paid by the Issuing Bank under the Letters of Credit for which it has not been reimbursed by the Borrowers, and then providing cash collateral for the Letters of Credit, as specified below. In the event that the Borrowers shall be required to provide cash collateral for the Letters of Credit pursuant to the foregoing sentence, the Borrowers shall effect the same by paying to the Administrative Agent, for the benefit of the Issuing Bank, immediately available funds in an amount equal to the required amount, which funds shall be retained by the Administrative Agent, for the benefit of the Issuing Bank, in a cash collateral account until the earlier to occur of (1) the date the affected Letters of Credit shall have been terminated or cancelled, and (2) the date the Revolving Credit Exposure no longer exceeds the Borrowing Base, at which time the cash collateral shall be paid to the Company.

Mandatory Prepayments and Commitment Reductions. (a) If for any Indebtedness reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall be incurred immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by any Group Member (other than Excluded Indebtednesssuch excess amount; provided, however, that, subject to Section 2.24(a), an amount equal the Borrower shall not be required to 100% Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Net Cash Proceeds thereof shall be applied on Loans, Total Revolving Extensions of Credit exceed the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Total Revolving Commitments as set forth then in Section 4.2(d)effect. (b) If on any date any Group Member a Trigger Event has occurred and is continuing, the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term prepay Loans and Cash Collateralize the reduction of the Revolving Commitments L/C Obligations as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d2.25(c). (c) If, for If on any fiscal year date a Change of the Borrower, commencing with the fiscal year ending December 31, 2010, there Control shall be Excess Cash Flowoccur, the Borrower shall, on shall notify the relevant Excess Cash Flow Application Date, apply the difference between Administrative Agent thereof within two (i2) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments Business Days of the Term Loans during date thereof. The Administrative Agent shall provide a notice (each, a “Prepayment Notice”) to each applicable Lender as promptly as practicable thereafter. Each Lender may reject all or a portion of its pro rata share of any mandatory prepayment and permanent reduction (such fiscal year toward declined amounts, the prepayment of “Declined Amount”) by providing written notice (each, a “Rejection Notice”) to the Term Loans Administrative Agent and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) Borrower no later than five 5:00 p.m. three (3) Business Days after the earlier of (A) the date on which the financial statements delivery of the Borrower referred Prepayment Notice regarding such prepayment and/or permanent reduction (such time, the “Rejection Deadline”). Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment or permanent reduction of Loans or Revolving Commitment to in Section 7.1(a), for be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the fiscal year Administrative Agent by the Rejection Deadline with respect to which a Prepayment Notice or such prepayment is made, are required Rejection Notice fails to specify the principal amount of the Loans or Revolving Commitment to be delivered rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment and permanent reduction. No later than 2:00 p.m. on the Business Day following the Rejection Deadline for any Prepayment Notice, the Borrower shall prepay the Loans and permanently reduce the Revolving Commitments in a manner and priority as set forth in Section 2.9(e) in an amount equal to the Lenders and (B) Total Revolving Commitments then in effect less the date amount of the Declined Amount with respect to such financial statements are actually delivered. (d) Prepayment Notices. Amounts to be applied in connection with mandatory prepayments and commitment Revolving Commitment reductions made pursuant to this Section 4.2(a), (b) and (c2.9(c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, applied to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount. (d) If the financial statements delivered pursuant to Section 6.13(b) and (c) vary from the financial statements delivered pursuant to Section 5.1(c) with respect to the reporting of (i) restructuring charges in cash excess of $5,000,000 in the aggregate, (ii) deferred taxes in excess of $5,000,000 in the aggregate and/or (iii) payments to non-controlling interests in excess of $5,000,000 in the aggregate, the Borrower shall prepay the Loans and permanently reduce the Revolving Commitments in a cash collateral account established with manner and priority as set forth in Section 2.9(e) in an amount equal to the Administrative Agent for the benefit sum of the Lenders on terms and conditions satisfactory to the Administrative Agent. aggregate amount of such excesses. (e) The application of any prepayment pursuant to Section 4.2 2.9 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.9 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages; provided, the amount of Declined Amounts of any Lender shall be deducted from such Lender’s allocation.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Group Member Loan Party (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 6.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d). (b) If on any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102013, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between excess of (i) the ECF Percentage of such Excess Cash Flow and minus (ii) all the optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.9(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days ten days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.9 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit Loans exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.9 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.9 (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Mandatory prepayments of the Term Loans pursuant to this Section 2.9 shall be applied to the remaining installments thereof on a pro rata basis.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Group Member (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofthereof within five (5) Business Days after receipt by the Group Member, 100% of the such Net Cash Proceeds thereof shall be applied on such or prior to the date five (5) Business Days after receipt toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided thatprovided, notwithstanding the foregoing, that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102008, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward to the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (5) Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts Any prepayment pursuant to this Section 2.11 shall be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment Term Loans in the order directed by the Borrower, or if no order is specified to the principal installments of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction direct order of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agentmaturity. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If If, after the Closing Date, (i) any Capital Stock shall be issued by the Borrower or any of its Subsidiaries (other than Excluded Capital Stock), an amount equal to 50% of the Net Cash Proceeds of such issuance shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 4.8(b) or (ii) any Indebtedness shall be incurred by the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof of such incurrence shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.8(b). (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale which occurs after the Closing Date or from any Recovery Event which occurs after the Closing Date, then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on within three Business Days after receipt of such date Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.8(b); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales which occur after the Closing Date, that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $30,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d4.8(b). (c) If, for any full fiscal year of the Borrower, Borrower commencing with the fiscal year ending on or about December 31, 20102006, there shall be more than $5,000,000 of Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the difference between prepayment of the Term Loans, as set forth in Section 4.8(b), an amount equal to: (i1) the ECF Percentage of such Excess Cash Flow minus (2) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments or to the extent representing the prepayments of Revolving Loans incurred to finance the Restricted Payments made pursuant to Section 8.6(i) minus (ii3) the aggregate amount of all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsyear. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.the

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Multi-Currency Lenders otherwise agree, if at any Indebtedness time and from time to time the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Multi-Currency Availability at such time, the Company and/or the Local Borrowing Subsidiaries shall immediately repay the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and/or the L/C Reimbursement Obligations (and, to the extent necessary, cause the then outstanding Undrawn L/C Obligations to be Fully Secured) in accordance with the provisions of Section 7.4 by the amount equal to such excess. (b) Unless the Required Multi-Currency Lenders otherwise agree, if at any time and from time to time the sum (based on the Borrowing Base Certificate most recently delivered to the Multi-Currency Administrative Agent pursuant to Section 10.17 or at the request of the Multi-Currency Administrative Agent) of (i) the aggregate outstanding principal amount of Local Loans denominated in Dollars which are owing by the Local Borrowers to a Local Fronting Lender, (ii) the Equivalent in Dollars of 105% of the aggregate outstanding principal amount of Local Loans denominated in the relevant Denomination Currency which are owing by the Local Borrowers to such Local Fronting Lender and (iii) the Equivalent in Dollars of 105% of the aggregate undiscounted face amount of Acceptances in the relevant Denomination Currency which are owing by the relevant Local Borrowing Subsidiary to such Local Fronting Lender, exceeds the Currency Sublimit for such Local Fronting Lender, such Local Borrowers shall, within three Business Days, repay the Local Loans and Acceptances owing by them to such Local Fronting Lender by the amount equal to such excess. (c) Unless the Required Term Loan Lenders otherwise agree, the Term Loans owing to each Term Loan Lender shall be incurred repaid, without premium, within 100 days after the last day of each fiscal year of the Company by any Group Member (other than Excluded Indebtedness), an amount equal to 10050% of Excess Cash Flow for such fiscal year in accordance with the provisions of Section 7.4; provided, however, that any Term Loan Lender may elect to waive its rights to any payment owing to it pursuant to this Section 7.3(c) and, if any Term Loan Lender so elects, the amounts otherwise payable to such Term Loan Lender (if not made from proceeds of Revolving Credit Loans) shall instead be applied to repay the Revolving Credit Loans (without any permanent reduction of the Aggregate Multi-Currency Commitment). (d) On the Multi-Currency Termination Date, the Aggregate Multi-Currency Commitment shall terminate and the Borrowers shall cause all Payment Obligations in respect of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit to be Fully Satisfied. (e) Promptly following a Net Proceeds Event (and in any event within one Business Day following receipt by the relevant Person of the Net Cash Proceeds thereof from such Net Proceeds Event): (i) unless the Required Lenders otherwise agree, the Term Loans shall be applied repaid and the Aggregate Multi-Currency Commitments shall be permanently reduced, in the manner set forth in Section 7.4(a), by the amount equal to the aggregate amount of Net Proceeds received from Net Proceeds Events described in clause (a) of such definition; (ii) unless the Required Lenders otherwise agree, the Term Loans and the Revolving Credit Loans shall be repaid (without any corresponding reduction of the Aggregate Multi-Currency Commitment), in the manner set forth in Section 7.4(a), by the amount equal to the portion of the aggregate amount of Net Proceeds (other than the Net Proceeds from Resale Transactions) received by the Company and its Subsidiaries from all Net Proceeds Events described in clause (b) of such definition; provided, however, that (x) no such prepayment of the Term Loans or the Revolving Credit Loans shall be required pursuant to this Section 7.3(e)(ii) with respect to any sale, lease, transfer or other disposition of Term Loan Collateral during any twelve-month period ending on an anniversary of the date hereof to the extent that the aggregate amount of such issuanceNet Proceeds, incurrence together with all other Net Proceeds described in this Section 7.3(e)(ii) received during such period from any sale, lease, transfer or contribution toward other disposition of Term Loan Collateral, is less than $10,000,000 or the Equivalent in any other currency thereof; provided, further, that in the event that the aggregate Net Proceeds described in this clause (x) received during such twelve-month period (the "Annual Net Proceeds") is less than $10,000,000, the difference between $10,000,000 and the Annual Net Proceeds may be added to the $10,000,000 permitted to be excluded from the prepayment of the Term Loans or the Revolving Credit Loans pursuant to this clause (x) applicable to any subsequent twelve-month period (up to a maximum excluded amount not to exceed $25,000,000 in any such twelve-month period) and (y) for purposes of this Section 7.3(e)(ii) only, the term "Net Proceeds" shall not include the Net Proceeds from any Specified Disposition to the extent that the aggregate amount of Net Proceeds from all Specified Dispositions since the date hereof does not exceed $25,000,000; (iii) unless the Required Term Loan Lenders otherwise agree, the Term Loans shall be repaid by the first $109,700,000 (the "Capital Contribution Prepayment Amount") of Net Proceeds received by the Company from all Net Proceeds Events described in clause (c) of such definition; provided, however, that the Capital Contribution Prepayment Amount shall be reduced by (A) the amount of proceeds from such Capital Contributions which are applied by the Company in connection with the Subordinated Notes Redemption, the 8-1/8% Senior Notes Redemption, the 9% Senior Notes Redemption and any other repurchase, repayment, defeasance or redemption of any other Indebtedness for borrowed money of the Company scheduled to mature prior to the Term Loan Maturity Date and (B) the amount of proceeds from any Equity Offering by Revlon that are applied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, 8-1/8% Senior Notes, 9% Senior Notes or other Indebtedness for borrowed money of the Company scheduled to mature prior to the Term Loan Maturity Date, which Indebtedness so purchased is concurrently contributed by Revlon to the capital of the Company or transferred to the Company in exchange for the issuance to Revlon of additional Stock or Stock Equivalents of the Company; and (iv) unless the Required Multi-Currency Lenders otherwise agree, the Revolving Credit Loans shall be repaid (without any corresponding reduction of the Revolving Commitments as set forth Aggregate Multi-Currency Commitment) by the Net Proceeds received by the Company and its Subsidiaries from all Net Proceeds Events in Section 4.2(drespect of Specified Dispositions to the extent excluded from clause (ii) above; provided, however, that any Term Loan Lender may elect to waive its rights to any payment owing pursuant to Sections 7.3(e)(i). , (bii) If on any date any Group Member shall receive Net Cash Proceeds (to the extent such prepayment results from any Asset Sale sale, lease, transfer or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% other disposition requiring the consent of the Net Cash Proceeds thereof Required Lenders) and (iii) and, if any Term Loan Lender so elects, the amounts otherwise payable to such Term Loan Lender shall instead be applied on such date toward to repay the prepayment of the Term Revolving Credit Loans and the (without any permanent reduction of the Revolving Commitments as set forth in Section 4.2(dAggregate Multi-Currency Commitment); provided thatprovided, notwithstanding further, that any Term Loans prepaid on or before the foregoing, on each Reinvestment Prepayment Date, third anniversary of the Closing Date pursuant to this Section 7.3(e) shall be accompanied by a premium in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d)Fee applicable at such time. (cf) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made would incur costs pursuant to Section 4.2(a7.11 as a result of any payment due pursuant to this Section 7.3 (other than clause (h) below), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than Borrower may deposit the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established payment with the applicable Administrative Agent Agent, for the benefit of the Lenders on terms and conditions satisfactory relevant Lenders, in a Cash Collateral Account under the control of the applicable Administrative Agent, until the end of the applicable Interest Period at which time such payment shall be made (provided that such deposit does not violate any provision of any Indenture then in effect). Each Borrower hereby grants to the applicable Administrative Agent. The application , for the benefit of such Lenders, a security interest (or, if the applicable Borrower is a Local Borrowing Subsidiary organized under the laws of the Commonwealth of Australia or any prepayment political subdivision thereof, the applicable Administrative Agent shall have a right to apply and setoff such payment toward any amount payable by such Local Borrowing Subsidiary at the end of the applicable Interest Period) in all amounts in which such Borrower has any right, title or interest which are from time to time on deposit in such Cash Collateral Account and expressly waives all rights (which rights such Borrower hereby acknowledges and agrees are vested exclusively in the applicable Administrative Agent) to exercise dominion or control over any such amounts. (g) Upon the borrowing of Term Loans pursuant to Section 4.2 2.1, the Term Loan Commitment of each Term Loan Lender shall be madeautomatically and permanently reduced in the amount of the Term Loan made by each Term Loan Lender pursuant to such borrowing. The Aggregate Term Loan Commitment, if any, shall terminate on the Closing Date after the funding of the Term Loans. (h) The Borrowers hereby irrevocably waive the right to direct, during a Liquidity Event Period or, prior to the delivery of a Notice of Actionable Default, at any time an Event of Default has occurred and is continuing, the application of all funds in the Cash Concentration Account or any other Approved Deposit Account (or any Cash Collateral Account under the direction of any Loan Party, if any) and agrees that the Multi-Currency Administrative Agent may (in its sole discretion exercised reasonably) and, upon the written direction of the Required Multi-Currency Lenders given at any time during such Liquidity Event Period, shall (i) deliver a Blockage Notice (or similar term, as defined in each Deposit Account Control Agreement) to each Deposit Account Bank for each Approved Deposit Account and (ii) apply all available funds in (A) the Cash Concentration Account or any other Approved Deposit Account on a daily basis (but only so long as such Liquidity Event Period or Event of Default, as the case may be, is continuing) as follows: first, to Base Rate repay the outstanding principal amount of the Swing Line Loans and, until such Swing Line Loans have been repaid in full; and second, to Eurodollar Loans. Each prepayment repay the outstanding principal balance of the Revolving Credit Loans until such Revolving Credit Loans shall have been repaid in full and (B) such Cash Collateral Account for the purposes contemplated under the Loan Documents in its sole discretion exercised reasonably. The Multi-Currency Administrative Agent agrees to use its commercially reasonable efforts to apply such funds in accordance with this Section 4.2 7.3(h), and the Borrowers consent to such application. Without diminishing the control of the Collateral Agent (except under the direction of the applicable Agent) over amounts from time to time on deposit in any Cash Collateral Account, the case applicable Agent shall from time to time (upon the request of Revolving Loans that the Company so long as no Default or Event of Default shall have occurred and be continuing) direct the Collateral Agent to promptly return to the Company any amounts on deposit in such Cash Collateral Account which are Base Rate Loans and Swingline Loans) in excess of the amount required to be deposited therein under the Loan Documents. If no Liquidity Event or Event of Default shall be accompanied by accrued interest to continuing, the date Multi-Currency Administrative Agent shall not deliver any Blockage Notice and shall, upon receipt of three Business Days' prior written notice and a certificate of a Responsible Officer of the Company that no Liquidity Event or Event of Default is continuing, withdraw all Blockage Notices in effect at such prepayment on the amount prepaidtime.

Mandatory Prepayments and Commitment Reductions. (a) If on any Indebtedness date the Borrower or any of its Subsidiaries shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the receive Net Cash Proceeds thereof from any Asset Sale, such Net Cash Proceeds shall be applied on or prior to the 30th day after such date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments as set forth in Section 4.2(d)accordance with Sections 2.10(e) and 2.16. (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofof such Recovery Event, 100% of the such Net Cash Proceeds thereof shall be applied on or prior to the 30th day after such date toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments as set forth in Section 4.2(d)accordance with Sections 2.10(e) and 2.16; provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth and the reduction of the Revolving Credit Commitments in Section 4.2(d)accordance with Sections 2.10(e) and 2.16. (c) If, for If on any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flowdate, the Borrower shallor any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition pursuant to Section 6.5(h), (j) or (k), then, such Net Cash Proceeds shall be applied, if such Net Cash Proceeds are received by the Borrower or its Subsidiaries prior to the Conversion Date, on such date toward the relevant Excess prepayment of the outstanding Revolving Credit Loans without a corresponding reduction of the Revolving Credit Commitments in accordance with Section 2.16. (d) If any Capital Stock or Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 6.2), an amount equal to 100% of the Net Cash Flow Application Date, apply Proceeds thereof shall be applied on the difference between (i) the ECF Percentage date of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year issuance or incurrence toward the prepayment of the Term Loans and the permanent reduction of the Revolving Commitments. Each such prepayment Credit Commitments as set forth in Sections 2.10(e) and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered2.16. (de) Amounts required by this Section to be applied in connection with mandatory prepayments to the prepayment of the Term Loans and commitment reductions made pursuant to Section 4.2(a), (b) and (c) the permanent reduction of the Revolving Credit Commitments shall be applied, applied first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the Revolving Credit Commitments. Any such permanent reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each (x) prepayment of the Loans under this Section 4.2 shall be at the redemption prices set forth below and (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidprepaid and (y) reduction of Revolving Credit Commitments shall be at the redemption prices (expressed as percentages of the principal amount of the Loans or Revolving Credit Commitments, as the case may be) set forth below, if prepaid or reduced during the twelve-month period beginning on May 9 of the years indicated below: Year Percentage ---- ---------- 2003............................................ 104% 2004............................................ 103% 2005............................................ 102% 2006............................................ 101% 2007............................................ 100% ; provided that, it is understood and agreed that the redemption prices above shall apply to mandatory prepayments of Revolving Credit Loans to the extent required in connection with a reduction of the Revolving Credit Commitments pursuant to this paragraph (e). (i) Notwithstanding anything to the contrary in Section 2.10(e) or 2.16, with respect to the amount of any mandatory prepayment described in Section 2.10 that is allocated to the Term Loans of any Lender (such amounts, the "Prepayment Amount"), the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (e) above, on the date specified in Section 2.10 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Loan Lender a notice (each, a "Prepayment Option Notice") as described below. (ii) As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Loan Lender a Prepayment Option Notice, which shall be in the form of Exhibit J, and shall include an offer by the Borrower to prepay on the date (each a "Mandatory Prepayment Date") that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender's Term Loans. (iii) In the event that any of the Term Loan Lenders (each, a "Declining Term Loan Lender") is not willing to accept all or a portion of its Prepayment Amount on the Mandatory Prepayment Date, such Declining Term Loan Lender shall notify the Administrative Agent in writing of the portion of its Prepayment Amount that it is not willing to accept no later than three Business Days after the date of the Prepayment Option Notice, provided that, if a Term Loan Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Prepayment Amount, such Lender shall be deemed to have accepted its entire Prepayment Amount. (iv) The Administrative Agent shall then promptly distribute to each Term Loan Lender a revised Prepayment Option Notice including a pro rata portion of the Prepayment Amount (the "Revised Prepayment Amount") declined by the Declining Term Loan Lenders. In the event that any Term Loan Lender does not wish to accept all or a portion of the Revised Prepayment Amount, such Declining Term Loan Lender shall notify the Administrative Agent in writing of the portion of its Revised Prepayment Amount that it is not willing to accept no later than three Business Days after the date of the revised Prepayment Option Notice, provided that, if a Term Loan Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Revised Prepayment Amount, such Lender shall be deemed to have accepted its entire Revised Prepayment Amount. (v) In the event that any portion of the Prepayment Amount has been declined by the Term Loan Lenders pursuant to clause (iv) above prior to the Conversion Date, such amount shall be applied to the reduction of the Revolving Credit Commitments in accordance with Section 2.10(g). (vi) On the Mandatory Prepayment Date, (x) the Borrower shall pay to the relevant Term Loan Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted prepayment as described above and (y) the Borrower shall be entitled to retain the remaining portion of the Prepayment Amount not accepted by the relevant Lenders or applied pursuant to Section 2.10(g) below. (i) Notwithstanding anything to the contrary in Section 2.10(e) or 2.16, with respect to the amount of any mandatory prepayment described in Section 2.10 that is allocated to reduce the Revolving Credit Commitment of any Lender (such amounts, the "Reduction Amount"), the Borrower will, in lieu of applying such amount to the reduction of the Revolving Credit Commitments as provided in paragraph (e) above, on the date specified in Section 2.10 for such reduction, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Revolving Credit Lender a notice (each, a "Reduction Option Notice") as described below. (ii) As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Revolving Credit Lender a Reduction Option Notice, which shall be in the form of Exhibit K, and shall include an offer by the Borrower to reduce on the Mandatory Prepayment Date that is ten Business Days after the date of the Reduction Option Notice, the relevant Revolving Credit Commitment of such Lender by an amount equal to the portion of the Reduction Amount indicated in such Lender's Reduction Option Notice as being applicable to such Lender's Revolving Credit Commitment. (iii) In the event that any of the Revolving Credit Lenders (each, a "Declining Revolving Credit Lender") is not willing to accept all or a portion of its Reduction Amount on the Mandatory Prepayment Date, such Declining Revolving Credit Lender shall notify the Administrative Agent in writing of the portion of its Reduction Amount that it is not willing to accept no later than three Business Days after the date of the Reduction Option Notice, provided that, if a Revolving Credit Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Reduction Amount, such Lender shall be deemed to have accepted its entire Reduction Amount. (iv) The Administrative Agent shall then promptly distribute to each Revolving Credit Lender a revised Reduction Option Notice including a pro rata portion of the Reduction Amount (the "Revised Reduction Amount") declined by the Declining Revolving Credit Lenders. In the event that any Revolving Credit Lender does not wish to accept all or a portion of its Revised Reduction Amount, such Declining Revolving Credit Lender shall notify the Administrative Agent in writing of the portion of its Revised Reduction Amount that it is not willing to accept no later than three Business Days after the date of the revised Reduction Option Notice, provided that, if a Revolving Credit Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Revised Reduction Amount, such Lender shall be deemed to have accepted its entire Revised Reduction Amount. (v) In the event that any Prepayment Amounts are declined by the Term Loan Lenders pursuant to Section 2.10(f)(iv), the Administrative Agent shall then promptly distribute a Reduction Option Notice with respect to such declined Prepayment Amounts to each Revolving Credit Lender which notice shall constitute an offer by the Borrower to reduce such Lender's Revolving Credit Commitment by the portion of the Prepayment Amount indicated in such Lender's Reduction Option Notice as being applicable to such Lender. In the event that any Revolving Credit Lender is not willing to accept a reduction of its Revolving Credit Commitment pursuant to this clause (v), it shall notify the Administrative Agent in writing of the portion of the Prepayment Amount it is not willing to accept no later than two Business Days after the date of the Reduction Option Notice delivered pursuant to this clause (v). (vi) On the Mandatory Prepayment Date, (x) the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by the amount of the Reduction Amount and Prepayment Amount accepted by such Revolving Credit Lender pursuant to this Section 2.10(g), (y) the Borrower shall pay to the relevant Revolving Credit Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Revolving Credit Loans in respect of which such Lenders have accepted prepayment as described above in accordance with Section 2.10(e) and (z) the Borrower shall be entitled to retain the remaining portion of the Reduction Amount and Prepayment Amount not accepted by the relevant Lenders.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness Unless the Required Prepayment Lenders shall otherwise agree, 100% of the Net Cash Proceeds of the Senior Subordinated Notes (to the extent such Net Cash Proceeds are not used to prepay the Put Facility) shall be incurred applied on the date such Net Cash Proceeds are received to the prepayment of the Term Loans (or reduction of Term Loan Commitments) as set forth in Section 2.10(f). (b) Unless the Required Prepayment Lenders shall otherwise agree, if any 35 30 Capital Stock shall be issued by the Borrower or any Group Member (other than Excluded Indebtedness)of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof until such Net Cash Proceeds aggregate $75,000,000 and thereafter 75% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the (or reduction of the Revolving Commitments Term Loan Commitments) as set forth in Section 4.2(d2.10(f) provided that so long as no Event of Default has occurred or is continuing pursuant to Sections 8(a). (b, 8(e)(i), 8(e)(ii), 8(f) If on any date any Group Member shall receive or 8(k), Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall of Capital Stock (other than Disqualified Stock) issued by the Borrower may be delivered in respect thereof, 100% of used to prepay the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans Put Facility and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect extent so used shall not be required to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans used as set forth in Section 4.2(d)mandatory prepayments or Term Loan Commitment reductions hereunder. (c) IfUnless the Required Prepayment Lenders otherwise agree, if, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31June 30, 20101999, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage 75% of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and as set forth in Section 2.10(f), provided that if (i) the reduction Consolidated Leverage Ratio as of the Revolving Commitmentslast day of the fiscal year immediately prior to such Excess Cash Flow Application Date shall be less than 3.75 to 1.00 or (ii) the Minimum Equity Event shall have occurred, the Borrower shall be required to apply only 50% of such Excess Cash Flow toward such prepayment of the Term Loans. Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. Notwithstanding anything to the contrary in this Section 2.10(c), (i) if the Borrower prior to June 30 in any calendar year changes its fiscal year to December 31 of such year as permitted by Section 7.13, Excess Cash Flow prepayments required hereunder for such fiscal year shall be calculated as if the fiscal year ended on June 30 of such year and the prepayment for the fiscal year ending December 31 of such year shall be based on the six month period ending on such date and (ii) if the Borrower after June 30 of any calendar year changes its fiscal year to December 31 of such year as permitted by Section 7.13, the prepayment based on Excess Cash Flow for the fiscal year ending on December 31 of such year shall be based on the six month period ending on such date. (d) Unless the Required Prepayment Lenders otherwise agree, if the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the Significant Disposition permitted under Section 7.6(d) (i) prior to the Merger Loan Date, 100% of the Net Cash Proceeds thereof, or (ii) on or after the Merger Loan Date, 75% of the Net Cash Proceeds thereof, shall be applied on the date such Net Cash Proceeds are received toward the prepayment of the Term Loans and the reduction of the Term Loan Commitments as set forth in Section 2.10(f). (e) To the extent the Borrower or any of its Subsidiaries or Excluded Subsidiaries is to receive Net Cash Proceeds which otherwise would be required to be used to prepay the Put Facility (other than Net Cash Proceeds permitted by this Agreement to be so applied) or the Senior Subordinated Notes, such Net Cash Proceeds shall be applied (unless the Required Prepayment Lenders shall otherwise agree) within three days after the receipt thereof toward the prepayment of the Term Loans (or toward reduction of the Term Loan Commitments) as set forth in Section 2.10(f). (f) Amounts to be applied in connection with mandatory prepayments of Loans and commitment Commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.10 shall be applied, first, to the permanent reduction of Term Loan Commitments and then to prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentLoans. The application of any prepayment pursuant to this Section 4.2 2.10 shall be made, first, made first to Base Rate 36 31 Loans and, second, and second to Eurodollar Loans, provided that at the request of the Borrower the application of any prepayment to any Eurodollar Loan may be delayed until the end of an Interest Period (or Interest Periods) so that such application does not result in the incurrence by any Lender of any loss or expense under Section 2.20, and during such delay, the Administrative Agent shall hold the amount of such prepayment in a cash collateral account. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.10 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Notwithstanding anything to the contrary in Section 2.09, 2.10(f) or 2.16, with respect to the amount of any optional or mandatory prepayment described in Section 2.09 or Section 2.10 that is allocated to Tranche B Term Loans (such amounts, the "Tranche B Prepayment Amount"), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans on the date specified in Section 2.09 or 2.10 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Lender a notice (each, a "Prepayment Option Notice") as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Lender a Prepayment Option Notice, which shall be in the form of Exhibit I, and shall include an offer by the Borrower to prepay on the date (each a "Prepayment Date") that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender's Tranche B Term Loans. On the Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have accepted prepayment as described above (such Lenders, the "Accepting Lenders"), (ii) the Borrower shall pay to the Tranche A Lenders an amount equal to 100% of the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans. (h) Notwithstanding anything to the contrary contained herein, on or prior to the Merger Date any amounts required to prepay the Loans hereunder or to reduce the Commitment shall, at the option of the Borrower, be reduced by an amount equal to up to the Sharing Percentage of the amount otherwise required to be prepaid hereunder on such date provided such amount is used to permanently reduce the principal amount of the Interim Loans provided that the amount not so used is promptly used to prepay the Loans.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Borrower or any Group Member of the other Loan Parties (excluding any Indebtedness permitted by Section 7.2 (other than Excluded Indebtednesswith respect to subsection (i) thereof)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date within one Business Day of receipt by such Person of such issuance, incurrence or contribution Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth Obligations in accordance with Section 4.2(d2.12(g). (bi) If on any date any Group Member shall receive With respect to the Net Cash Proceeds from any Asset Sale as to which the Borrower or Recovery Event then, unless any other Loan Party making such Asset Sale has not delivered a Reinvestment Notice shall be delivered within the period required therefor in respect the definition thereof, 100% the Facility Proportionate Share of the such Net Cash Proceeds (or portion thereof not subject to such a Reinvestment Notice) shall be applied on applied, within two Business Days of the expiration of the aforesaid required period for delivery of a Reinvestment Notice with respect to such date Asset Sale, toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth Obligations in accordance with Section 4.2(d2.12(g); provided provided, that, notwithstanding the foregoing, , (A) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any Fiscal Year and (B) on each Reinvestment Prepayment Date, an amount equal to the Facility Proportionate Share of the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Obligations in accordance with Section 2.12(g). (ii) With respect to the Net Cash Proceeds from any Disposition of Property (other than any Asset Sale with respect to which a prepayment is required to be made pursuant to Section 2.12(b)(i)) that are required pursuant to the terms of any First Lien Secured Obligations to be applied to (or offered to be applied to) the repayment of any First Lien Secured Obligations (in the event any such repaid First Lien Secured Obligations constitute a revolving credit facility, accompanied by a permanent reduction of commitments under such revolving credit facility in the amount of such repayment), the Facility Proportionate Share of such Net Cash Proceeds shall be applied, within one Business Day of the date any of such Net Cash Proceeds are required to be so applied (or offered to be so applied) to any First Lien Secured Obligations, toward the prepayment of the Obligations in accordance with Section 2.12(g). (iii) In the event any Net Cash Proceeds from any Asset Sale are not applied toward the prepayment of the Obligations pursuant to Section 2.12(b)(i) as set forth a result of not being deemed part of the “Facility Proportionate Share” of such Net Cash Proceeds and such amounts are not applied to the prepayment and permanent reduction of First Lien Secured Obligations for any reason whatsoever (including the failure of any holder of such First Lien Secured Obligations to accept an offer of prepayment) within 60 days of the application of the Facility Proportionate Share of such Net Cash Proceeds toward the prepayment of the Obligations pursuant to Section 2.12(b)(i), then such amounts shall, on the last day of such 60-day period, be applied toward the prepayment of the Obligations in accordance with Section 4.2(d2.12(g). (c) No later than (i) two Business Days following the date on which Loss Proceeds are required to be applied to the prepayment of Obligations under Section 5.14 of the Disbursement Agreement, (ii) two Business Days following the date on which Insurance Proceeds and/or Eminent Domain Proceeds are required to be applied to the prepayment of the Obligations pursuant to Section 2.24 or (iii) unless the Borrower otherwise notifies the Administrative Agent in writing within such two Business Day period that such Liquidated Damages have been allocated for future application toward Project Costs, two Business Days following the date on which any Loan Party receives Liquidated Damages (provided, that to the extent such Liquidated Damages are paid pursuant to any obligation, default or breach, the results of which can be remedied through the expenditure of money, and the applicable Loan Party determines in its reasonable judgment to undertake such remedy, the Liquidated Damages subject to this subsection (iii) shall be net of reasonable amounts that such Loan Party anticipates to incur in connection with such remedy (such amounts, the “Reinvested Amounts”); and provided, further, that in the event such Loan Party has not expended any Reinvested Amounts in furtherance of such remedy by the date that is six months after a Loan Party initially received the relevant Liquidated Damages or, in the case of any Reinvested Amounts to be expended in furtherance of such remedy pursuant to a contract entered into during such six-month period, such amounts have not been expended by the date that is twelve months after a Loan Party initially received the relevant Liquidated Damages, such non-expended amounts shall be applied on the second Business Day following such sixth-month or twelve-month, as the case may be, anniversary date toward the prepayment of the Obligations in accordance with Section 2.12(g)), the Borrower shall apply such funds toward the prepayment of the Obligations in accordance with Section 2.12(g). (d) If, for any fiscal year of the BorrowerFiscal Year, commencing with the fiscal year ending December 31, 2010Fiscal Year in which the Phase II Opening Date occurs, there shall be Excess Cash Flow, the Borrower shall, and shall cause the applicable Loan Parties to, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsObligations in accordance with Section 2.12(g). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower Loan Parties referred to in Section 7.1(a6.1(a), for the fiscal year Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (de) Amounts (i) In the case of each issuance of Senior Secured Notes prior to the Seventh Amendment Effective Date, on a date to be applied in connection with mandatory prepayments and commitment reductions made determined by the Borrower pursuant to Section 4.2(awritten notice to the Administrative Agent delivered on or prior to such issuance (such date to be no later than the third Business Day after such issuance), (b) and (c) the Revolving Credit Commitments shall be reduced and the Term B Loans shall be prepaid in an amount equal to 75% of the Net Cash Proceeds from such issuance in the following order of priority until such amount has been fully applied, : (A) first, the Revolving Credit 1 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently reduced until reduced to zero dollars ($0.00); (B) second, the prepayment Revolving Credit 2 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently reduced in an aggregate amount, for all issuances of Senior Secured Notes, equal to $60,975,000 plus 10% of the amount of New Revolving Credit Commitments established after August 13, 2009 and prior to such issuance; (C) third, the Revolving Credit 2 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently further reduced in an aggregate amount, for all issuances of Senior Secured Notes, equal to $54,877,500 plus 9% of the amount of New Revolving Credit Commitments established after August 13, 2009 and prior to such issuance; (D) fourth, the Borrower shall prepay the Term B Loans in such amounts so that no installment will be due on the Term B Loans on September 30, 2012; (E) fifth, the Term B Loans shall be prepaid and Revolving Credit 2 Commitments shall be permanently reduced on a pro rata basis in accordance with the then outstanding amounts of the Term B Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Credit 2 Commitments. Any such The reduction of the Revolving Credit 2 Commitments pursuant to this clause (E) shall be accompanied automatic and without any further action by the Borrower, the Administrative Agent or the Lenders. If, at the time of any such reduction in Revolving Credit Commitments, the Total Revolving 1 Extensions of Credit would exceed the Total Revolving Credit 1 Commitments, as so reduced, or the Total Revolving 2 Extensions of Credit would exceed the Total Revolving Credit 2 Commitments as so reduced, the Borrower shall make a prepayment of the Revolving Credit 1 Loans or Revolving Credit 2 Loans and/or Swingline Loans to the extentSwing Line Loans, if anyas applicable, in an amount such that the Total Revolving 1 Extensions of Credit shall not exceed the amount of the Total Revolving Credit 1 Commitments as so reduced; provided that if , and the aggregate principal amount of Total Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters 2 Extensions of Credit and/or deposit an amount shall not exceed the Total Revolving Credit 2 Commitments as so reduced. All reductions in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment Revolving Credit Commitments pursuant to this Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans2.12(e)(i) shall be accompanied by accrued interest made pro rata among the Revolving Credit 1 Lenders or the Revolving Credit 2 Lenders, as applicable, according to their respective Revolving Credit 1 Percentages or Revolving Credit 2 Percentages, as the date of such prepayment on the amount prepaidcase may be.

Mandatory Prepayments and Commitment Reductions. (a) If the Borrower or any Indebtedness of its Subsidiaries shall be incurred by issue or sell any Group Member Capital Stock (other than Excluded Capital Stock issued to (i) directors, officers or employees pursuant to a stock-option or compensation plan or (ii) the Borrower or a Subsidiary of the Borrower) or issue, sell or incur any Indebtedness (other than Excepted Indebtedness), then as soon as practicable and in any event no later than the Business Day following the Business Day on which the Borrower or such Subsidiary receives the Net Cash Proceeds therefrom, an amount equal to 100% of the Net Cash Proceeds thereof therefrom shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and and, if no Loans are then outstanding or if such Net Cash Proceeds exceeds the outstanding principal balance of the Loans, to the reduction of the Revolving Commitments as set forth in Section 4.2(d2.08(d). (b) If on the Borrower or any date any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenEvent, unless a Reinvestment Notice shall be delivered then as soon as practicable and in respect thereof, 100% of any event no later than the Business Day following the Business Day on which the Borrower or such Subsidiary receives such Net Cash Proceeds thereof shall be applied on Proceeds, such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and, if no Loans are then outstanding or if such Net Cash Proceeds exceeds the outstanding principal balance of the Loans, to the reduction of the Commitments as set forth in Section 4.2(d2.08(d). (c) If, for If the Borrower or any fiscal year Subsidiary shall incur any Indebtedness pursuant to clause (c) of the Borrowerdefinition of “Excepted Indebtedness” then the Kxxx-XxXxx Commitments or the Western Gas Commitments, commencing with as the fiscal year ending December 31case may be, 2010, there shall be Excess reduced pro rata by an amount equal to the Net Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage Proceeds of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered Indebtedness applied to the Lenders Indebtedness of Kxxx-XxXxx and (B) its Subsidiaries or Western Gas and its Subsidiaries, as the date such financial statements are actually deliveredcase may be. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.08 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if anyin each case, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofratably in accordance with Section 2.13(a), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.08 shall be made, first, to Alternate Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.08 (except in the case of Revolving Loans that are Alternate Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment and any amounts payable pursuant to Section 2.22 on the amount prepaid. (e) All prepayments of Loans pursuant to this Section 2.08 shall be without the payment by the Borrower of any premium or penalty except for amounts payable pursuant to Section 2.22.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness permitted in accordance with Section 7.2 (other than Excluded Indebtednessany Permitted Refinancing Indebtedness in respect of the Facilities)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100thereof the Applicable Prepayment Percentage100% of the such Net Cash Proceeds thereof shall be applied on within five Business Days after such date toward the prepayment of the Term B Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term B Loans as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year of the Borrower, Parent Borrower commencing with the first full fiscal year ending December 31, 2010after the Closing Date, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the difference between prepayment of the Term B Loans as set forth in Section 2.11(d) the excess of (ix) the ECF Percentage of such Excess Cash Flow over (y) the sum of (I) the aggregate principal amount of any (x) Term Loans and Revolving Loans (iiincluding under any Incremental Facilities) all optional prepayments prepaid pursuant to Section 2.10, plus (II) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Loans and/or any other Indebtedness permitted to be incurred pursuant to Sections 7.2 and 7.3 in each case to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Term B Loans, voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired), plus (III) the amount of any reduction in the outstanding amount of any Term Loans, Incremental Equivalent Debt, Replacement Loan and/or any other Indebtedness permitted to be incurred pursuant to Sections 7.2 and 7.3 in each case to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Term B Loans, resulting from any purchase or assignment made in accordance with Sections 2.25 and 10.6(e) of this Agreement (including in connection with any Dutch Auction) (with respect to Term Loans) and any equivalent provisions with respect to any such Incremental Equivalent Debt, such Replacement Loans and/or such other Indebtedness, but only to the extent of the Term Loans actual price paid in cash by the applicable Borrower in connection with such purchase or assignment, in each case of clauses (I)-(III), (A) excluding any such payments, prepayments and expenditures made during such fiscal year toward that reduced the amount required to be prepaid pursuant to this Section 2.11(c) in the prior fiscal year, (B) in the case of any prepayment of revolving Indebtedness, only to the extent accompanied by a permanent reduction in the relevant commitments and (C) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Parent Borrower or its Restricted Subsidiaries; provided that, with respect to each fiscal year, a prepayment shall only be required under this Section 2.11(c) if the applicable prepayment under this Section 2.11(c) for such fiscal year is greater than $5,000,000 (the “ECF Threshold”); provided further that only amounts in excess of the ECF Threshold shall be required to be applied to prepay Term Loans and the reduction of the Revolving Commitmentsunder this Section 2.11(c). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ai) the date on which the financial statements of the Parent Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts Subject to Section 2.11(g), amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, made first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) With respect to any prepayment pursuant to this Section 2.11 of Term B Loans and, unless otherwise specified in the applicable Incremental Facility Activation Notice, other Term Loans, any Term Lender, at its option, may elect not to accept such prepayment. The Parent Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under this Section 2.11 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. Such Lender’s Declined Amount may be retained by the Parent Borrower. (f) Notwithstanding any other provisions of this Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Parent Borrower or any applicable Domestic Subsidiary or if the Parent Borrower has determined in good faith that repatriation of any such amount to the Parent Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term 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 or the passing on to or otherwise using for the benefit of the Parent Borrower or the applicable Domestic Subsidiary, or the Parent Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Parent Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.11 (provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Parent Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Parent Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Parent Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (g) Additional Pari Passu Indebtedness may share in any mandatory prepayment under this Section 2.11 (other than any mandatory prepayment under Section 2.11(a) with respect to Permitted Refinancing Indebtedness in respect of the Facilities) on a ratable basis (but, for the avoidance of doubt, not on a greater than pro rata basis) to the extent such prepayment is required under the terms of such Additional Pari Passu Indebtedness and such prepayment shall reduce, without duplication, the amount of any prepayment of Term Loans otherwise required under this Section 2.11. (h) If for any reason (other than currency fluctuations) the aggregate Revolving Extensions of Credit of all Lenders under the Revolving Facility at any time exceeds the aggregate Revolving Commitments under the Revolving Facility, promptly following written notice from the Administrative Agent to the Parent Borrower, the applicable Borrower shall prepay or cause to be promptly prepaid the Revolving Loans or Swingline Loans or cash collateralize the outstanding Letters of Credit in an aggregate amount equal to such excess. (i) On the last Business Day of each fiscal quarter, or at such other time as is reasonably determined by the Administrative Agent, the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Revolving Extensions of Credit. If, at the time of such determination, the aggregate outstanding Revolving Extensions of Credit exceed the Revolving Commitments then in effect by 5% or more, then within five Business Days of written notice to the Parent Borrower, the applicable Borrower shall prepay Revolving Loans or Swingline Loans or cash collateralize the outstanding Letters of Credit in an aggregate principal amount at least equal to such excess; provided that the failure of the Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Revolving Extensions of Credit as provided in this Section 2.11(i) shall not subject the Administrative Agent to any liability hereunder.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2 or permitted by the Required Lenders pursuant to Section 10.1 (except as may be otherwise agreed to by the Required Lenders in connection with their approval of such Indebtedness pursuant to Section 10.1)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and and, if applicable, the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and and, if applicable, the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and, if applicable, the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102004, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Prepayment Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and and, if applicable, the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction of Revolving Commitments, if applicable, shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ai) the date on which the financial statements of [the Borrower Borrower]Holdings referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment and, if applicable, reduction in Revolving Commitments is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Revolving Commitment reductions made pursuant to this Section 4.2(a), (b) 2.11 and (cSection 7.5(a)(v) shall be applied, (i) first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.17(b) until all Term Loans have been paid in full, provided that, notwithstanding the foregoing, if there exists a Target Leverage Ratio (as determined after taking into account the prepayments of Term Loans to be made from the Net Cash Proceeds or Excess Cash Flow, as the case may be (as evidenced by a certificate attaching the most recently delivered Compliance Certificate certified as of the date of such notice by a Responsible Officer as being true, accurate and complete in all material respects)) then, (x) an aggregate amount of Net Cash Proceeds from Asset Sales and Recovery Events not to exceed $20,000,000 and (y) an aggregate amount of Excess Cash Flow not to exceed $20,000,000 that would otherwise be applied toward the prepayment of the Term Loans may be applied to prepay outstanding Revolving Loans without reduction of the Revolving Commitments, and, (ii) second, to reduce permanently the permanent reduction of Revolving CommitmentsCommitments as set forth in this Section 2.11(d). Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; , provided that that, in the case of any such permanent reduction of the Revolving Commitments, if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount by which the Total Revolving Extensions of such excess Credit exceeds the amount of Total Revolving Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrower shall, if an Event of Default shall have occurred and be continuing, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 2.11 or Section 7.5(a)(v) shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 2.11 or Section 7.5(a)(v) (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Unless required as a result of the permanent reduction of Revolving Commitments, any Revolving Loans prepaid hereunder may be reborrowed.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Company or any Group Member Subsidiary (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.03), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d)Loans. (b) If on any date the Company or any Group Member Subsidiary shall receive Net Cash Proceeds from any Asset Sale single Disposition or Recovery Event Event, or series of related Disposition or Recovery Events, exceeding $10,000,000 in the aggregate, then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d)Loans; provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d)Term Loans. (c) If, for any fiscal year of the Borrower, Company commencing with the fiscal year ending December March 31, 2010, 2018 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application DateDate (defined below), apply the difference between an amount, equal to (ix) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during for such fiscal year minus (y) optional prepayment of the Loans (except prepayments of Revolving Loans that are not accompanied by a corresponding permanent reduction of Revolving Commitments) pursuant to Section 2.10(a) other than to the extent that any such prepayment is funded with the proceeds of Funded Debt, shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower Company referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.11 shall be made, first, to Base Rate Loans and, second, to Eurodollar Eurocurrency Rate Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock shall be issued by any Group Member (other than any Capital Stock sold to management of any Group Member in connection with option or other compensation arrangements or issued to another Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e) not later than the Business Day following receipt of such Net Cash Proceeds. (b) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d)2.11(e) not later than the Business Day following receipt of such Net Cash Proceeds. (bc) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d)2.11(e) not later than the Business Day following receipt of such Net Cash Proceeds; provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.11(e). (cd) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 2.11(e). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (de) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans, in each case in accordance with Section 2.17(b). Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) If at any time the US Dollar Amount of the Total Revolving Extensions of Credit or the US Dollar Amount of the L/C Obligations exceed 105% of the Total Revolving Commitments or the L/C Commitment, respectively, as a result of the fluctuation of currency values, the Borrower shall immediately repay the aggregate outstanding Revolving Loans or reimburse any drawings under Letters of Credit, to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Loans and reimbursement in full of any drawings under Letters of Credit, the Borrower shall provide cash collateral for Letters of Credit, to the extent required to eliminate such excess, in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member Loan Party or its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2 excluding Section 7.2(ii)(a)) then on the date of such incurrence, the Term Loans shall be prepaid and the Revolving Credit Loans shall be reduced (without a permanent reduction in the Revolving Credit Commitments) by an amount equal to 100% the amount of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d)incurrence. (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of Proceeds, the Term Loans shall be prepaid, and the Revolving Loans shall be reduced (without a permanent reduction of in the Revolving Commitments as set forth in Section 4.2(d)Credit Commitments) by an amount equal to the amount of such Net Cash Proceeds; provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Date the Term Loans shall be prepaid and the Revolving Credit Loans shall be reduced (without a permanent reduction in the Revolving Credit Commitments) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward Event. The provisions of this Section do not constitute a consent to the prepayment consummation of the Loans as set forth in any Disposition not permitted by Section 4.2(d)7.5. (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102007, there shall be Excess Cash Flow, the Borrower shallthen, on the relevant Excess Cash Flow Application Date, apply the difference between Term Loans shall be prepaid and the Revolving Credit Loans shall be reduced (without a permanent reduction in the Revolving Credit Commitments) by an amount not less than $0 equal to (i) the ECF Percentage of such Excess Cash Flow and minus (ii) the amount of all optional prepayments of the Term Loans during the year for which Excess Cash Flow was calculated, to the extent such fiscal year toward prepayment was financed with internally generated cash and not with the prepayment proceeds of the Term Loans and the reduction of the Revolving CommitmentsIndebtedness or Capital Stock. Each such prepayment and commitment reduction and/or repayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (di) The Borrower shall prepay the outstanding principal amount of the Dollar Revolving Credit Loans on any date on which the aggregate amount of such Loans, together the aggregate amount of Dollar L/C Obligations and Dollar Swing Line Loans exceeds the Total Dollar Revolving Credit Commitments, in the amount of such excess. If after giving effect to the prepayment of all outstanding Dollar Revolving Credit Loans, the aggregate amount of Dollar L/C Obligations plus the aggregate amount of Swing Line Loans exceeds the Total Dollar Revolving Credit Commitments then in effect, the Borrower shall prepay all outstanding Dollar Swing Line Loans, then cash collateralize Dollar L/C Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, cash with the Administrative Agent in an amount equal to the positive difference, if any, between the aggregate amount of such Dollar L/C Obligations and the Total Dollar Revolving Credit Commitments then in effect. The Administrative Agent shall establish in its name for the benefit of the applicable Revolving Credit Lenders a cash collateral account (the “Collateral Account”) into which it shall deposit such cash (or such cash described in clause (ii) below) to hold as collateral security for the Dollar L/C Obligations or Multicurrency L/C Obligations, as applicable. (ii) The Borrower and each Foreign Borrower shall prepay the outstanding principal amount of the Multicurrency Revolving Credit Loans on any date on which the aggregate Effective Amount of such Loans, together the aggregate Effective Amount of Multicurrency L/C Obligations and Euro Swing Line Loans exceeds the Total Multicurrency Revolving Credit Commitments, in the amount of such excess. If after giving effect to the prepayment of all outstanding Multicurrency Revolving Credit Loans, the aggregate Effective Amount of Multicurrency L/C plus the aggregate amount of Euro Swing Line Loans exceeds the Total Multicurrency Revolving Credit Commitments then in effect, the Borrower and each Foreign Borrower shall prepay all outstanding Euro Swing Line Loans, then shall cash collateralize Multicurrency L/C Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, cash with the Administrative Agent in an amount equal to the positive difference, if any, between the Effective Amount of such Multicurrency L/C Obligations and the Total Multicurrency Revolving Credit Commitments then in effect. (iii) The German Borrower shall prepay the outstanding principal amount of the German Revolving Credit Loans on any date on which the aggregate Effective Amount of such Loans, together the aggregate Effective Amount of German L/C Obligations and Effective Amount of German Swing Line Loans exceeds the aggregate German Revolving Credit Commitments, in the amount of such excess. If after giving effect to the prepayment of all outstanding German Revolving Credit Loans, the aggregate Effective Amount of German L/C Obligations plus the aggregate Effective Amount of German Swing Line Loans exceeds the aggregate German Revolving Credit Commitments then in effect, the German Borrower shall prepay all outstanding German Swing Line Loans, then cash collateralize German L/C Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, cash with the Administrative Agent in an amount equal to the positive difference, if any, between the Effective Amount of such German L/C Obligations and the aggregate German Revolving Credit Commitments then in effect. The Administrative Agent shall establish in its name for the benefit of the applicable German Revolving Credit Lenders a cash collateral account into which it shall deposit such cash to hold as collateral security for the German L/C Obligations. (e) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans that would otherwise be required pursuant to Section 2.12 solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to Section 2.12 on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day. (f) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.12 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the repay Revolving Credit Loans under Section 4.2 (except without any permanent reduction in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidCredit Commitments).

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtednessany Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in clause (g) of this Section 4.2(d)2.11. (b) If on Subject to clause (d) of this Section 2.11, if, for any date any Group Member shall receive Net Excess Cash Proceeds from any Asset Sale or Recovery Event thenFlow Period, unless a Reinvestment Notice there shall be delivered in respect thereof, 100% of the Net Excess Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment DateFlow, an amount equal to the Reinvestment Prepayment Amount with respect excess of (i) the ECF Percentage for such period of such Excess Cash Flow over (ii) to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans made by the Borrower (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments ) and (3) voluntary prepayments and repurchases (to the extent of the actual cash purchase price paid for such loan buyback and not the par value) of Indebtedness (other than the Obligations) that are First Lien Obligations, in each case during such Excess Cash Flow Period or following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date shall, on the relevant Reinvestment Event shall Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (g) of this Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there 2.11; provided that no such prepayment shall be Excess Cash Flow, required to be made if the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentspayment would be an amount less than $10,000,000. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (i) ten (10) Business Days after the earlier of (A) the date on which the financial statements of the Initial Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and or (Bii) the date if such financial statements are actually delivereddelivered prior to the date on which they are required to be delivered pursuant to Section 6.1(a), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). Any prepayment amounts credited pursuant to clause (ii) against such amount in clause (i) above shall be without duplication of any such credit in any prior period or subsequent period. (c) Subject to clause (d) of this Section 2.11, if, on any date, the Initial Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of $20,000,000 in any fiscal year, then, unless the Initial Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to the Asset Sale Percentage of such Net Cash Proceeds shall be applied within five (5) Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (B) at the Initial Borrower’s option, outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”); provided that, notwithstanding the foregoing, within five (5) Business Days following each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in Section 2.11(g). Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Initial Borrower has determined in good faith that (i) any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Initial Borrower hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law, presenting a material risk as described in clause (ii) above, or incurring material adverse Tax consequences; provided, however, that no such commercially reasonable actions shall be required to be taken later than 12 months after the date on which the proceeds of Term Loans were or would have been required to be prepaid hereunder using the proceeds of the applicable Asset Sale, Recovery Event or Excess Cash Flow), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, 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 ten (10) 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. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrowers shall immediately repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice substantially in the form of Exhibit L or such other form as approved by the Administrative Agent of each prepayment required under this Section 2.11 not less than three (3) Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Subject to any requirements of any other Indebtedness, any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, a certificate signed by a Responsible Officer of the Borrower Representative setting forth in reasonable detail the calculation of the amount of such prepayment. (g) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) 2.17(b); provided that at any time after the Term Loans have been repaid or prepaid in full, the provisions of this sentence notwithstanding, any prepayments required by this Section 2.11 shall be applied first, to prepay any outstanding Revolving Loans, and second, to reduce permanently the Revolving Commitments. Any such Collateralize any outstanding Letters of Credit, in each case, without any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment of Loans pursuant to this Section 4.2 2.11 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loansmade on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (h) Notwithstanding any of the other provisions of this Section 2.11, so long as no Default shall have occurred and be continuing, if any prepayment of Eurodollar Loans is required to be made under this Section 2.11 other than on the last day of the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurodollar Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurodollar Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurodollar Loans have been prepaid. Upon the occurrence and during the continuance of any Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable Eurodollar Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this subsection (h) pending application to any Eurodollar Loans shall be held and applied to the satisfaction of such Eurodollar Loans prior to any other application of such property as may be provided for herein.

Mandatory Prepayments and Commitment Reductions. (a) If On or before the Required Pay-Down Date, Borrower shall: (i) repay the Permitted Overadvance Amount outstanding as of the date of any Indebtedness shall be incurred by such repayment from the Net Cash Proceeds of any Group Member (other than Excluded Indebtedness), Permitted Dispositions of the Collateral in an amount equal to 100% of the Required Amount applicable thereto, and the amount so prepaid shall permanently reduce the Permitted Overadvance Amount; and (ii) if the Permitted Overadvance Amount has been repaid in full pursuant to clause (i) above, repay Term Loan A from the Net Cash Proceeds thereof of any Permitted Dispositions of the Collateral in an amount equal to the Required Amount applicable thereto (or the balance remaining after the repayment of the Permitted Overadvance Amount pursuant to clause (i) above, as applicable) sufficient to reduce the aggregate amount of the Obligations outstanding to not more than $10,000,000, and the amount so prepaid shall be applied on permanently reduce Term Loan A; and (iii) if the date Permitted Overadvance Amount and Term Loan A have been repaid or prepaid in full pursuant to clauses (i) and (ii) above and the aggregate amount of the Obligations outstanding remains in excess of $10,000,000, then repay the Advances made by Foothill to Borrower under Section 2.1 from the Net Cash Proceeds of any such issuance, incurrence Permitted Dispositions of the Collateral in an amount equal to the Required Amount applicable thereto (or contribution toward the balance remaining after the prepayment of the Permitted Overadvance Amount and Term Loans Loan A pursuant to clauses (i) and (ii) above) sufficient to reduce the aggregate amount of the Obligations outstanding to not more than $10,000,000, and the reduction of amount so prepaid automatically shall permanently reduce the Maximum Revolving Commitments as set forth in Section 4.2(d)Amount, on a dollar-for-dollar basis. (b) If on any date any Group Member shall receive Thereafter, immediately upon receipt by Borrower of Net Cash Proceeds from of any Asset Sale or Recovery Event thenPermitted Disposition (other than an Ordinary Course Disposition), unless a Reinvestment Notice shall be delivered in respect thereof, 100% Borrower shall: (i) prepay the Permitted Overadvance Amount outstanding (if any) as of the Net Cash Proceeds thereof shall be applied on date of any such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth repayment in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Required Amount with respect applicable to such Permitted Disposition and the amount so prepaid shall permanently reduce the Permitted Overadvance Amount; and (ii) if the Permitted Overadvance Amount outstanding (if any) has been repaid in full pursuant to clause (i) above or otherwise, prepay Term Loan A in an amount equal to the relevant Reinvestment Event Required Amount applicable to such Permitted Disposition (or the balance remaining after the repayment of the Permitted Overadvance Amount outstanding pursuant to clause (i) above, as applicable) and the amount so prepaid shall be applied toward permanently reduce Term Loan A; and (iii) if the Permitted Overadvance Amount outstanding (if any) and Term Loan A have been repaid or prepaid in full pursuant to clauses (i) and (ii) above, prepay the Advances made by Foothill to Borrower under Section 2.1 in an amount equal to the Required Amount applicable to such Permitted Disposition (or the balance remaining after the prepayment of the Loans Permitted Overadvance Amount outstanding and Term Loan A pursuant to clauses (i) and (ii) above, as set forth in Section 4.2(dapplicable), and the amount so prepaid automatically shall permanently reduce the Maximum Revolving Amount, on a dollar-for-dollar basis. (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) On the date on which the financial statements remaining aggregate amount of the Borrower referred Obligations outstanding, after giving effect to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory any repayments or prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with this Section 4.8(b) and second2.12 or otherwise, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of $3,750,000 or less, then Borrower shall repay the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the entire remaining outstanding amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof)in full, the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidcash.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness permitted in accordance with Section 7.2 (other than Excluded Term Loan Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(e); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% the Asset Sale Percentage of the such Net Cash Proceeds thereof shall be applied on within 10 Business Days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(e); provided provided, that, notwithstanding the foregoing, no such prepayment shall be required to the extent that the aggregate Net Cash Proceeds received from Asset Sales or Recovery Events in any fiscal year is less than $50,000,000 (it being understood that only amounts in excess of such thresholds shall be required to be applied to any prepayment); provided further that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.11(e); provided further that, notwithstanding the foregoing, such Net Cash Proceeds may be applied towards the prepayment or purchase of Pari Passu Secured Indebtedness to the extent the documentation governing such Indebtedness requires such a prepayment or purchase with Net Cash Proceeds from any Asset Sale or Recovery Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness (provided that, in the event that the Borrower or applicable Restricted Subsidiary makes an offer to the holders of such Pari Passu Secured Indebtedness to prepay or purchase such Pari Passu Secured Indebtedness in an amount permitted under this Section 2.11(b), to the extent that such offer is declined by holders of such Pari Passu Secured Indebtedness (the declined amount, the “Other Debt Declined Amount”), the Borrower shall be required to prepay Term Loans in an amount equal to such Other Debt Declined Amount as if the Other Debt Declined Amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their Other Debt Declined Amount). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the difference between prepayment of the Term Loans as set forth in Section 2.11(e) the excess of (ix) the ECF Percentage of such Excess Cash Flow and over (iiy) solely to the extent not funded with the proceeds of long-term Indebtedness or the proceeds of any issuance of Capital Stock, the aggregate amount of (1) all optional prepayments of the Term Loans made during such Excess Cash Flow Period pursuant to Section 2.10, (2) all optional prepayments of Pari Passu Secured Indebtedness made during such Excess Cash Flow Period, (3) all prepayments of ABL Loans during such fiscal year toward Excess Cash Flow Period to the prepayment of the Term Loans and the extent accompanied by a permanent reduction of the Revolving ABL Commitments, and (4) all Loan purchases made during such Excess Cash Flow Period pursuant to Section 2.25 and Section 10.6(e) (provided that the aggregate amount of any such purchase shall be the amount of the Borrower’s cash payment in respect of such purchase). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five 10 Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year Excess Cash Flow Period with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) On or after the fifth anniversary of the Closing Date, the Borrower shall pay in cash all accrued interest and/or original issue discount (as determined for U.S. federal income tax purposes) to the extent necessary so that the Initial Term Loans will not be classified as “applicable high yield discount obligations” under Section 163(i) of the Code (or any successor provision). It is the intent of the Borrower that payments on the Initial Term Loans made pursuant to this Section 2.11(d) be made such that Section 163(e)(5) of the Code (or any successor provision) would not apply to the Initial Term Loans and the provisions of this Agreement related to the Initial Term Loans shall be applied consistently therewith. The computations and determinations made by the Borrower for purposes of this Section 2.11(d) shall be binding upon each Lender. (e) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, made first, to Base Rate Loans ABR Loans, second to RFR Loans, and, secondthird, to Eurodollar Term Benchmark Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) With respect to any prepayment pursuant to this Section 2.11 of Initial Term Loans and, unless otherwise specified in the applicable Incremental Term Loan Activation Notice, other Term Loans, any Term Lender, at its option, may elect not to accept such prepayment. The Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under this Section 2.11 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the date of such Lxxxxx’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. Such Lxxxxx’s Declined Amount may be retained by the Borrower. (g) Notwithstanding any other provisions of this Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term 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 or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (in the case of Excess Cash Flow, net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.11 (provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less (in the case of Excess Cash Flow) the amount of additional taxes that would have been payable or reserved against if such Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtednessexcluding any Indebtedness permitted in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on within five Business Days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year of the Borrower, commencing with Borrower (or portion thereof in the case of the fiscal year ending December 3128, 20102015), there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the difference between prepayment of the Term Loans as set forth in Section 2.11(d) the excess of (ix) the ECF Percentage of such Excess Cash Flow and over (iiy) solely to the extent not funded with the proceeds of Indebtedness, the aggregate amount of all optional prepayments of the Term Loans made during such fiscal year toward pursuant to Section 2.10 (including all optional prepayments of Term Loans (as defined in the prepayment Existing Credit Agreement) made during such fiscal year pursuant to Section 2.10 of the Term Existing Credit Agreement), plus the aggregate amount of all Loan purchases made during such fiscal year pursuant to Section 2.25 and Section 10.6(e) (including all purchases of Loans (as defined in the Existing Credit Agreement) made during such fiscal year pursuant to Sections 2.25 and the reduction 10.6(e) of the Revolving CommitmentsExisting Credit Agreement) (provided that the aggregate amount of any such purchase shall be the amount of the Borrower’s cash payment in respect of such purchase). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, made first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) With respect to any prepayment pursuant to this Section 2.11 of Term B Loans and, unless otherwise specified in the applicable Incremental Term Loan Activation Notice, other Term Loans, any Term Lender, at its option, may elect not to accept such prepayment. The Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under this Section 2.11 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. Such Lender’s Declined Amount may be retained by the Borrower. (f) Notwithstanding any other provisions of this Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term 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 or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.11 (provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness or Disqualified Capital Stock shall be incurred or issued by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution issuance toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the The Borrower shall, on the relevant each Excess Cash Flow Application Date, apply the difference between ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the ECF Percentage of related Excess Cash Flow Payment Period minus (ii) Prepayments made during such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year Payment Period toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 4.2(d). Each Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days one hundred (100) days after the earlier end of (A) the date on which the financial statements each fiscal year of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is mademade (commencing with the fiscal year of the Borrower ending December 31, are 2010). Notwithstanding the foregoing, the Borrower will not be required to be delivered prepay the Loans pursuant to this clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period attributable to a Foreign Subsidiary if the repatriation of such Excess Cash Flow from such Foreign Subsidiary at any time during the fiscal year in which such Excess Cash Flow Application Date occurs would cause adverse tax consequences to the Lenders and Borrower or would otherwise be payable as a result of the occurrence of any one-time repatriation holidays; provided that in the event the Borrower is required to make a payment of Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made no later than ten (B10) days after the date Borrower becomes aware that such financial statements are actually deliveredrepatriation would not cause adverse tax consequences to the Borrower; provided further that in the event that the Borrower is not required to make a payment of Excess Cash Flow attributable to a Foreign Subsidiary during the fiscal year in which such Excess Cash Flow Application Date occurs, no payment shall be due in any succeeding fiscal year. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 4.2 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently prepay the Revolving Commitments. Any such Loans without any permanent reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extentCommitments, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reducedin each case on a pro rata basis; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Total Term Commitment (and the Term Commitments of each Lender) shall be permanently reduced on the Closing Date by the aggregate principal amount of Term Loans borrowed on such date. The Total Term Commitment (and the Term Commitments of each Lender) shall terminate in its entirety on the earlier of (i) the Merger Closing Date and (ii) the Term Commitment Termination Date.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenNet Proceeds Event, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(c); provided thatthat in the case of any Asset Sale or Recovery Event, notwithstanding such prepayment of the foregoingTerm Loans need not be made and such Revolving Credit Commitments need not be reduced pursuant to this Section 2.10(a) until the Borrower or any of its Subsidiaries shall have received at least $5,000,000 in Net Cash Proceeds in the aggregate from Asset Sales or Recovery Events, on each Reinvestment Prepayment Dateat which time, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event such $5,000,000 in Net Cash Proceeds from any Asset Sales or Recovery Events and all further Net Cash Proceeds from any Asset Sales or Recovery Events shall be promptly applied toward to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(c). (cb) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20101998, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCredit Commitments as set forth in Section 2.10(c). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (dc) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.10 shall be applied, first, to the prepayment of the Tranche A Term Loans in accordance with Section 4.8(b) and Tranche B Term Loans ratably and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.10 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.10 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (d) If, as a result of the making of any payment required to be made pursuant to this Section 2.10, the Borrower would incur costs pursuant to Section 2.19, the Borrower may deposit the amount of such payment with the Administrative Agent, for the benefit of the Lenders, in a cash collateral account, until the end of the applicable Interest Period at which time such payment shall be made. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all amounts from time to time on deposit in such cash collateral account and expressly waives all rights (which rights the Borrower hereby acknowledges and agrees are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Parent Borrower not to require such a prepayment of the Term Loans, (i) if any Capital Stock shall be issued by the Parent Borrower or any of its Subsidiaries for cash (other than the issuance by the Parent Borrower of Capital Stock to directors, officers or employees or to consultants pursuant to any stock option plan of the Parent Borrower or any Subsidiary the Net Cash Proceeds of which shall not exceed in the aggregate $15,000,000 in any fiscal year unless such issuance is made pursuant to the employee stock purchase plan of the Parent Borrower existing on the Closing Date (as it may be amended, modified, supplemented or replaced so long as after giving effect to any such amendment, modification, supplement or replacement, the eligible participants under such plan are not substantially different)), and the Consolidated Leverage Ratio at such time is greater than 2.75, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.12(d), or (ii) if any Indebtedness shall be incurred by the Parent Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtedness), excluding any Indebtedness incurred in accordance with Section 7.2) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(d). (b) If Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Parent Borrower not to require such a prepayment of the Term Loans, if on any date the Parent Back to Table of Contents Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.12(d). (c) IfUnless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Parent Borrower not to require such a prepayment of the Term Loans, if, for any fiscal year of the Borrower, Parent Borrower commencing with the fiscal year ending December 31, 20102007, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Excess Cash Flow Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five 5 Business Days after the earlier of (A) the date on which the financial statements of the Parent Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually deliveredLenders. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.12 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentLoans. The application of any prepayment pursuant to Section 4.2 2.12 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Eurocurrency Loans. Each prepayment of the Term Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued by any Loan Party in a public offering, then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.10(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.10(e). (b) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by any Group Member Loan Party (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of the receipt of such issuance, incurrence or contribution Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.10(e). (bc) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Group Member Loan Party shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.10(e); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment DateDate the Term Loans shall be prepaid, and/or the Revolving Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Event, as set forth in Section 4.2(d2.10(e). (cd) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102004, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Excess Cash Flow Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 2.10(e). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually deliveredLenders. (de) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (bSections 2.10(b) and (c) above shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.16(b) and until paid in full and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.10 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.10 (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If [Intentionally Omitted.] (b) Unless the Required Prepayment Lenders shall otherwise agree with the consent of the Borrowers, subject to Section 2.18(d), if any Indebtedness Funded Debt shall be incurred by either of the Borrowers or any Group Member of their respective Subsidiaries (other than Excluded Indebtednessexcluding Non-Recourse Debt of Unrestricted Subsidiaries), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.12(e); provided, however, that, notwithstanding the foregoing, the Net Cash Proceeds of any Funded Debt shall not be required to be so applied to the extent incurred in accordance with the requirements of any provision of Section 7.2, in each case, as such provisions are in effect on the Restatement Effective Date, or amended or modified with the consent of the Required Prepayment Lenders. For the avoidance of doubt, Funded Debt incurred in accordance with the requirements of Section 7.2(g) as in effect on the Restatement Effective Date shall not be required to be applied towards any prepayments, notwithstanding the amendment of this Agreement as contemplated by such Section 7.2(g). (bc) If Unless the Required Prepayment Lenders shall otherwise agree with the consent of the Borrowers, subject to Section 2.18(d), if on any date either of the Borrowers or any Group Member of their respective Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall is permitted to be delivered in respect thereof, 100% of thereof and is so delivered within 10 days from the date that such Net Cash Proceeds thereof are received, such Net Cash Proceeds shall be applied on within 10 days from the date that such date Net Cash Proceeds are received toward the prepayment of the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.12(e); provided provided, that if a Default or Event of Default has occurred and is continuing at the time such Net Cash Proceeds are received by either of the Borrowers or any of their respective Restricted Subsidiaries, then such Net Cash Proceeds shall be applied toward the prepayment of the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans and the reduction of the Revolving Credit Commitments on the date so received; provided, further, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to one or more Reinvestment Notices shall not exceed (A) with respect to the Net Cash Proceeds of sale-leaseback transactions, $100,000,000 in the aggregate during the term of the facilities and (B) with respect to the Net Cash Proceeds of any other Asset Sale or Recovery Event, $100,000,000 in any fiscal year of the Borrowers and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash FlowTranche B Term Loans, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Tranche C Term Loans during such fiscal year toward and the prepayment of the Tranche D Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to Credit Commitments as set forth in Section 7.1(a2.12(e), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts [Intentionally Omitted.] (e) Subject to Section 2.18, amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.12 shall be applied, first, to the prepayment of the Tranche B Term Loans in accordance with Section 4.8(b) and Loans, second, to reduce permanently the prepayment of the Tranche C Term Loans and the Tranche D Term Loans pro rata among the Tranche C Term Loan Facility and the Tranche D Term Loan Facility based upon the remaining unpaid aggregate principal amounts thereof, third, to repay any amounts outstanding under the Revolving CommitmentsCredit Commitment (but without resulting in a permanent reduction of the Revolving Credit Commitment) and, fourth, to such Borrower or such other Person as shall be lawfully entitled thereto. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrower Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash immediately available funds in a cash collateral account established with the Administrative Agent for the benefit of the Lenders Secured Parties on terms and conditions satisfactory to the Administrative Agent (and the Borrowers hereby grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure all L/C Obligations from time to time outstanding and all other Obligations). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of such funds is less than the amount of such excess, the Borrowers shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) the amount of such excess over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. The application of any prepayment pursuant to Section 4.2 2.11 and this Section 2.12 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.11 and this Section 2.12 (except in the case of Revolving Credit Loans (unless the Revolving Credit Loans are being repaid in full and the Revolving Credit Commitments terminated) that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment to the applicable Lender on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Facilities Majority Lenders shall otherwise agree, if any Fill-in Equity Proceeds shall be received, any Capital Stock shall be sold or issued (but only when the Consolidated Leverage Ratio is equal to or greater than 5.00 to 1.00), or any Indebtedness shall be incurred, by any of the Holding Companies, any of the Borrowers or any of their Subsidiaries (excluding (i) any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement, (ii) any Indebtedness of Avalon Cable the proceeds of which are used to fund ABRY Bridge Subordinated Debt, (iii) any ABRY Bridge Subordinated Debt, (iv) any Permitted Refinancing Indebtedness, (v) the Exchange Notes, (vi) any Indebtedness incurred by any Group Member Holding Company in connection with a borrowing from any other Holding Company, (other than Excluded vii) any Capital Stock issued by Avalon Cable to fund Avalon Cable Indebtedness, (viii) any Capital Stock issued to finance Capital Expenditures or Investments permitted hereunder, (ix) any Indebtedness constituting a Guarantee Obligation and (x) resales of common equity or common equity options of Avalon Cable referred to in Section 7.6(b)), an amount equal to to, without duplication, 100% of such Fill-in Equity Proceeds and of the Net Cash Proceeds thereof of such issuance of Capital Stock or incurrence of Indebtedness shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Tranche A Term Loan Commitments and Revolving Credit Commitments as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of provided that the Net Cash Proceeds of the Senior Discount Notes and any such Fill-in Equity Proceeds may be applied to prepay the Indebtedness under the Bridge Credit Agreement and the Exchange Note Indenture and, thereafter, to prepay the Indebtedness under the ABRY Bridge Subordinated Debt described in clause (a)(i) of the definition of such term and Permitted Refinancing Indebtedness in respect thereof before any portion of such Net Cash Proceeds and Fill-in Equity Proceeds shall be applied on such date toward in accordance with this Section and provided, further, that certain other circumstances in which the prepayment requirements of the Term Loans and the reduction of the Revolving Commitments as this Section 2.11(a) are modified are set forth in the second proviso to Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d7.2(f)(i). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Group Member Loan Party (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d). (b) If on any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102016, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between excess of (i) the ECF Percentage of such Excess Cash Flow and over (ii) all the sum of (x) the amount of optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.9(d) during such fiscal year and (y) the aggregate amount of cash consideration actually paid by the Borrower to effect any assignment to it of Term Loans pursuant to a Dutch Auction in accordance with Section 10.6(f) during such fiscal year; provided that no such prepayment or reduction shall be required if the amount of such excess is less than or equal to $1,000,000. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days ten days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.9 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.9 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.9 (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Mandatory prepayments of the Term Loans pursuant to this Section 2.9 shall be applied to the remaining installments thereof on a pro rata basis.

Mandatory Prepayments and Commitment Reductions. (a) If If, as at any Indebtedness Report Date, the aggregate outstanding principal amount of Revolving Loans exceeds the Borrowing Base as at such date, the Borrower shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% on the last day of the Net Cash Proceeds thereof Interest Period including such Report Date prepay the Revolving Loans in such amount as shall be applied on allow the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction aggregate outstanding principal amount of the Revolving Commitments as set forth in Section 4.2(d)Loans not to exceed the Borrowing Base. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice All proceeds received with respect to the Key Man Insurance shall be delivered deposited in respect thereofthe Restricted Account and, 100% on the earlier of the Net Cash Proceeds thereof last day of the Interest Period during which such proceeds were received or, at the election of the Borrower, on a date specified by the Borrower by notice delivered to the Administrative Agent at least three Business Days prior to such date, such proceeds shall be applied on such date toward (together with interest accrued thereon pursuant to Section 6(a)(iii) of the Guarantee and Collateral Agreement), to the prepayment of the Term Loans and the reduction Revolving Loans. Any prepayment of the Revolving Loans pursuant to this Section 2.9(b) shall permanently reduce the Total Revolving Commitments as set forth by the amount of such prepayment. (c) All Net Cash Proceeds received from any Recovery Event shall be deposited in the Restricted Account and, on the earlier of the last day of the Interest Period during which such Net Cash Proceeds were received or, at the election of the Borrower, on a date specified by the Borrower by notice delivered to the Administrative Agent at least three Business Days prior to such date, shall be applied (together with interest accrued thereon pursuant to Section 4.2(d)6(a)(iii) of the Guarantee and Collateral Agreement) to the prepayment of the Revolving Loans; provided provided, that, notwithstanding the foregoing, any such prepayment may be deferred until the aggregate Net Cash Proceeds of Recovery Events theretofore received (and as to which no prepayment has been made) exceeds $250,000. (d) If, as at any date on each Reinvestment Prepayment Datewhich the Borrowing Base Value of an Aircraft Asset is reduced pursuant to the proviso to Section 3.2(h), the aggregate outstanding principal amount of Revolving Loans exceeds the Borrowing Base as at such date, the Borrower shall, within five Business Days of such date deposit in the Restricted Account an amount equal to the Reinvestment Prepayment Amount with respect to difference between the relevant Reinvestment Event shall be applied toward Borrowing Base Value as of such date and the prepayment aggregate outstanding Revolving Loans at that date and, on the earlier of the Loans as set forth in Section 4.2(d). (c) Iflast day of the Interest Period during which such deposit was made or, for any fiscal year at the election of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of specified by the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be by notice delivered to the Lenders and (B) the date Administrative Agent at least three Business Days prior to such financial statements are actually delivered. (d) Amounts to date, shall be applied in connection (together with mandatory prepayments and commitment reductions made interest accrued thereon pursuant to Section 4.2(a), (b6(a)(iii) of the Guarantee and (cCollateral Agreement) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(bRevolving Loans. (e) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by Each prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to under this Section 4.2 2.9 shall be (i) made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate LIBOR Loans and Swingline Loans(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, together (in the case of LIBOR Loans) with amounts payable under Section 2.15 if such prepayment was made on a date other than the last day of an Interest Period, but without premium or penalty.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member shall receive (X) Net Cash Proceeds from any Asset Sale (other than an Asset Sale resulting from the issuance by a Group Member of Capital Stock) or (Y) Net Cash Proceeds from any Recovery Event in excess of $5,000,000 during the term of this Agreement, then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.2(e); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 20102007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 4.2(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.a

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Excluded Indebtedness), Credit Agreement Refinancing Debt) or Capital Stock issued in compliance with Section 7) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event and such Net Cash Proceeds are not prohibited under any Requirements of Law to be distributed or otherwise transferred without the consent or approval of a Governmental Authority then, unless to the extent a Reinvestment Notice shall be not have been delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such within ten days after the date that all post-closing adjustments associated therewith have been completed toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d)2.11(d) ; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year Fiscal Year of the Borrower, Borrower commencing with the fiscal year Fiscal Year ending December 31, 20102015, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(b), for the fiscal year Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders Administrative Agent (for distribution to the Agents and the Lenders) and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.17(b) and and, second, to reduce permanently the Swingline Loans and then Revolving Commitments. Any such Loans without a permanent reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11 that is allocated to Tranche B Term Loans (such amount, the “Designated Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans, as provided in Section 2.11(d) above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Designated Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans as described above in respect of which such Lenders have accepted prepayment (it being understood that a failure to respond to a Prepayment Option Notice shall be deemed an acceptance of the prepayment referenced therein) and (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Designated Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to clause (ii), any portion of the Designated Prepayment Amount not accepted by the Tranche B Term Lenders shall remain, such amount shall be used to prepay the Tranche B Term Loans on a pro rata basis.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Company or any Group Member Restricted Subsidiary (other than Excluded Indebtednessany Indebtedness permitted to be incurred by any such Person in accordance with Section 6.2) (other than Permitted Credit Agreement Refinancing Debt), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in clause (f) of this Section 4.2(d)2.6. Each prepayment of any Loan pursuant to this Section 2.6(a) shall be made without premium or penalty except (i) if such prepayment occurs on or prior to the date occurring 6 months after the Closing Date, the Borrowers jointly and severally agree to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are subject to such prepayment, a prepayment premium in an amount equal to 2.00% of the aggregate principal amount of the Initial Term Loans subject to such prepayment and (ii) that if such prepayment occurs after the date occurring 6 months after the Closing Date and on or prior to 15 months after the Closing Date, the Borrowers jointly and severally agree to pay to the Administrative Agent, for the ratable benefit of each Lender with Initial Term Loans that are subject to such prepayment, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of Initial Term Loans subject to such prepayment. (b) If on If, for any date any Group Member shall receive Net Excess Cash Proceeds from any Asset Sale or Recovery Event thenFlow Period, unless a Reinvestment Notice there shall be delivered in respect thereof, 100% of the Net Excess Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment DateFlow, an amount equal to the Reinvestment Prepayment Amount with respect excess of (i) Required Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans made by the Company and (3) any amount of excess cash flow payments paid to lenders under Indebtedness of the Company or its Subsidiaries secured by assets other than Collateral, in each case during such Excess Cash Flow Period, shall, on the relevant Reinvestment Event shall Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (f) of this Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there 2.6; provided that no payment shall be Excess Cash Flow, the Borrower shall, on the relevant required pursuant to this Section 2.6(b)(i) in respect of any Excess Cash Flow Application Date, apply Period if the difference between (i) the ECF Percentage amount of such Excess Cash Flow and (ii) all optional prepayments of pursuant to the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsabove is less than $10,000,000. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (i) 10 Business Days after the earlier of (A) the date on which the financial statements of the Borrower Company referred to in Section 7.1(a5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and or (Bii) the date if such financial statements are actually delivereddelivered prior to the date on which they are required to be delivered pursuant to Section 5.1(a), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). (c) If, on any date, the Company or any Restricted Subsidiary shall receive Net Proceeds from any Asset Sale or any Event of Loss in excess of $2,000,000 in any fiscal year, to the extent required by Section 5.14, 6.5(a)(vi) or 6.5(e), such Net Proceeds (to the extent in excess of $2,000,000 and only to the extent not including any Net Proceeds received from any Asset Sale that occurred prior to the Closing Date) shall be applied within five Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.6 and (B) at the Company’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis incurred as Permitted First Priority Refinancing Debt or Permitted Incremental Indebtedness (collectively, “Other Applicable Indebtedness”). Any such Net Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Event of Loss is required under the terms of such Other Applicable Indebtedness (with any remaining Net Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Proceeds relative to Term Lenders, in which case such Net Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Proceeds, the declined amount of such Net Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) If, on any date, the Borrowers shall be required to prepay Incremental Term Loans with Segregated Cash Collateral pursuant to the terms of such Incremental Term Loans and/or the agreements entered into in connection therewith, then the Borrowers shall be entitled to apply such Segregated Cash Collateral to prepay such Incremental Term Loans without any obligation to prepay any other then outstanding Term Loans. (e) Each of the Borrowers shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.6 not less than three Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Subject to any requirements of any other Indebtedness, any Declined Proceeds may be retained by the Company. The Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by a Responsible Officer of the Company setting forth in reasonable detail the calculation of the amount of such prepayment. (f) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.6 shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof2.12(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by Holdings, the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness permitted by Section 7.2 of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d). (ba) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $3,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d). (c) If. Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20101998, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving CommitmentsCredit Commitments as set forth in Section 2.10(d). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) . Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.10 shall be applied, first, to the prepayment of the Tranche C Term Loans Loans, second, to the prepayment of the Tranche B Term Loans, and, third, except in accordance with the case of Section 4.8(b) and second2.10(c), to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.10 shall be made, first, made first to Base Rate Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.10 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Borrower or any Group Member of the other Loan Parties (excluding any Indebtedness permitted by Section 7.2 (other than Excluded Indebtednesswith respect to subsection (i) thereof)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date within one Business Day of receipt by such Person of such issuance, incurrence or contribution Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth Obligations in accordance with Section 4.2(d2.12(g). (bi) If on any date any Group Member shall receive With respect to the Net Cash Proceeds from any Asset Sale as to which the Borrower or Recovery Event then, unless any other Loan Party making such Asset Sale has not delivered a Reinvestment Notice shall be delivered within the period required therefor in respect the definition thereof, 100% the Facility Proportionate Share of the such Net Cash Proceeds (or portion thereof not subject to such a Reinvestment Notice) shall be applied on applied, within two Business Days of the expiration of the aforesaid required period for delivery of a Reinvestment Notice with respect to such date Asset Sale, toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth Obligations in accordance with Section 4.2(d2.12(g); provided provided, that, notwithstanding the foregoing, (A) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any Fiscal Year and (B) on each Reinvestment Prepayment Date, an amount equal to the Facility Proportionate Share of the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Obligations in accordance with Section 2.12(g). (ii) With respect to the Net Cash Proceeds from any Disposition of Property (other than any Asset Sale with respect to which a prepayment is required to be made pursuant to Section 2.12(b)(i)) that are required pursuant to the terms of any First Lien Secured Obligations to be applied to (or offered to be applied to) the repayment of any First Lien Secured Obligations (in the event any such repaid First Lien Secured Obligations constitute a revolving credit facility, accompanied by a permanent reduction of commitments under such revolving credit facility in the amount of such repayment), the Facility Proportionate Share of such Net Cash Proceeds shall be applied, within one Business Day of the date any of such Net Cash Proceeds are required to be so applied (or offered to be so applied) to any First Lien Secured Obligations, toward the prepayment of the Obligations in accordance with Section 2.12(g). (iii) In the event any Net Cash Proceeds from any Asset Sale are not applied toward the prepayment of the Obligations pursuant to Section 2.12(b)(i) as set forth a result of not being deemed part of the “Facility Proportionate Share” of such Net Cash Proceeds and such amounts are not applied to the prepayment and permanent reduction of First Lien Secured Obligations for any reason whatsoever (including the failure of any holder of such First Lien Secured Obligations to accept an offer of prepayment) within 60 days of the application of the Facility Proportionate Share of such Net Cash Proceeds toward the prepayment of the Obligations pursuant to Section 2.12(b)(i), then such amounts shall, on the last day of such 60-day period, be applied toward the prepayment of the Obligations in accordance with Section 4.2(d2.12(g). (c) No later than (i) two Business Days following the date on which Loss Proceeds are required to be applied to the prepayment of Obligations under Section 5.14 of the Disbursement Agreement, (ii) two Business Days following the date on which Insurance Proceeds and/or Eminent Domain Proceeds are required to be applied to the prepayment of the Obligations pursuant to Section 2.24 or (iii) unless the Borrower otherwise notifies the Administrative Agent in writing within such two Business Day period that such Liquidated Damages have been allocated for future application toward Project Costs, two Business Days following the date on which any Loan Party receives Liquidated Damages (provided, that to the extent such Liquidated Damages are paid pursuant to any obligation, default or breach, the results of which can be remedied through the expenditure of money, and the applicable Loan Party determines in its reasonable judgment to undertake such remedy, the Liquidated Damages subject to this subsection (iii) shall be net of reasonable amounts that such Loan Party anticipates to incur in connection with such remedy (such amounts, the “Reinvested Amounts”); and provided, further, that in the event such Loan Party has not expended any Reinvested Amounts in furtherance of such remedy by the date that is six months after a Loan Party initially received the relevant Liquidated Damages or, in the case of any Reinvested Amounts to be expended in furtherance of such remedy pursuant to a contract entered into during such six-month period, such amounts have not been expended by the date that is twelve months after a Loan Party initially received the relevant Liquidated Damages, such non-expended amounts shall be applied on the second Business Day following such sixth-month or twelve-month, as the case may be, anniversary date toward the prepayment of the Obligations in accordance with Section 2.12(g)), the Borrower shall apply such funds toward the prepayment of the Obligations in accordance with Section 2.12(g). (d) If, for any fiscal year of the BorrowerFiscal Year, commencing with the fiscal year ending December 31, 2010Fiscal Year in which the Phase II Opening Date occurs, there shall be Excess Cash Flow, the Borrower shall, and shall cause the applicable Loan Parties to, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsObligations in accordance with Section 2.12(g). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower Loan Parties referred to in Section 7.1(a6.1(a), for the fiscal year Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (de) Amounts (i) In the case of each issuance of Senior Secured Notes prior to the Seventh Amendment Effective Date, on a date to be applied in connection with mandatory prepayments and commitment reductions made determined by the Borrower pursuant to Section 4.2(awritten notice to the Administrative Agent delivered on or prior to such issuance (such date to be no later than the third Business Day after such issuance), (b) and (c) the Revolving Credit Commitments shall be reduced and the Term B Loans shall be prepaid in an amount equal to 75% of the Net Cash Proceeds from such issuance in the following order of priority until such amount has been fully applied, : (A) first, the Revolving Credit 1 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently reduced until reduced to zero dollars ($0.00); (B) second, the prepayment Revolving Credit 2 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently reduced in an aggregate amount, for all issuances of Senior Secured Notes, equal to $60,975,000 plus 10% of the amount of New Revolving Credit Commitments established after August 13, 2009 and prior to such issuance; (C) third, the Revolving Credit 2 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently further reduced in an aggregate amount, for all issuances of Senior Secured Notes, equal to $54,877,500 plus 9% of the amount of New Revolving Credit Commitments established after August 13, 2009 and prior to such issuance; (D) fourth, the Borrower shall prepay the Term B Loans in such amounts so that no installment will be due on the Term B Loans on September 30, 2012; (E) fifth, the Term B Loans shall be prepaid and Revolving Credit 2 Commitments shall be permanently reduced on a pro rata basis in accordance with the then outstanding amounts of the Term B Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Credit 2 Commitments. Any such The reduction of the Revolving Credit 2 Commitments pursuant to this clause (E) shall be accompanied automatic and without any further action by the Borrower, the Administrative Agent or the Lenders. If, at the time of any such reduction in Revolving Credit Commitments, the Total Revolving 1 Extensions of Credit would exceed the Total Revolving Credit 1 Commitments, as so reduced, or the Total Revolving 2 Extensions of Credit would exceed the Total Revolving Credit 2 Commitments as so reduced, the Borrower shall make a prepayment of the Revolving Credit 1 Loans or Revolving Credit 2 Loans and/or Swingline Loans to the extentSwing Line Loans, if anyas applicable, in an amount such that the Total Revolving 1 Extensions of Credit shall not exceed the amount of the Total Revolving Credit 1 Commitments as so reduced; provided that if , and the aggregate principal amount of Total Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters 2 Extensions of Credit and/or deposit an amount shall not exceed the Total Revolving Credit 2 Commitments as so reduced. All reductions in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment Revolving Credit Commitments pursuant to this Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans2.12(e)(i) shall be accompanied by accrued interest made pro rata among the Revolving Credit 1 Lenders or the Revolving Credit 2 Lenders, as applicable, according to their respective Revolving Credit 1 Percentages or Revolving Credit 2 Percentages, as the date of such prepayment on the amount prepaidcase may be.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if in any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of fiscal year the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans Borrower and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date any Group Member its Restricted Subsidiaries shall receive Net Cash Proceeds aggregating more than $5,000,000 from any Asset Sale or Sales and/or Recovery Event Events then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% on the date of receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds thereof shall be applied on such date toward the prepayment in excess of $5,000,000, the Term Loans and the reduction of shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of such Net Cash Proceeds in excess of $5,000,000, as set forth in Section 4.2(d2.12(b); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $40,000,000 at any time and (ii) on each Reinvestment Prepayment DateDate the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Event, as set forth in Section 4.2(d2.12(b). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (db) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to this Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the prepayment of any outstanding Revolving Credit Loans, which repayment shall be accompanied by an automatic permanent reduction of the Revolving CommitmentsCredit Commitments in an amount equal to the amount of such prepayment; provided, that the Revolving Credit Commitments shall not be reduced pursuant to this provision to an aggregate amount that is less than 350% of pro forma Consolidated EBITDA of the Borrower and its Subsidiaries for the period of four consecutive fiscal quarters most recently ended prior to the date of such required Commitment reduction (such pro forma Consolidated EBITDA being calculated assuming that the Asset Sale or Recovery Event in respect of which such required Commitment reduction is being made had occurred on the first day of such period of four consecutive fiscal quarters), and provided, further, that if an Event of Default has occurred and is continuing, amounts to be applied pursuant to this Section shall be applied pro rata to repay the Term Loans and Revolving Credit Loans, accompanied by a reduction in the Revolving Credit Commitments in an amount equal to the prepayment of the Revolving Credit Loans. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders Secured Parties on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date the US Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date within three Business Days toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.06(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d4.06(d). (cb) IfIf on any date the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Capital Market Transactions, for any fiscal year then an amount equal to 75% of the BorrowerNet Cash Proceeds from such Capital Market Transaction (to the extent such Net Cash Proceeds, commencing together with the fiscal year ending December 31, 2010, there Net Cash Proceeds from prior Capital Market Transactions after the Original Closing Date are in excess of $200,000,000) shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage applied within five Business Days of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward issuance or incurrence to the prepayment of the Term Loans and as set forth in Section 4.06(d); provided, that, notwithstanding the foregoing, any Net Cash Proceeds from any Capital Market Transactions of less than $200,000,000 shall be applied to prepay any amounts outstanding under the Revolving Credit Facility. (c) On the Effective Date, if after giving effect to the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date provided in Section 4.03(a)(i), (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ax) the date on which aggregate Revolving Credit Exposures of all the financial statements Lenders exceeds the aggregate US Revolving Commitments or (y) the aggregate principal amount of outstanding Mexican Revolving Loans exceeds $100,000,000, then the US Borrower referred to or the Mexican Borrower, as applicable, shall repay the applicable Revolving Loans in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required amounts necessary to be delivered to the Lenders and (B) the date such financial statements are actually deliveredin compliance with this Agreement. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), 4.06(a) or (b) and (c) shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof4.13(a)(iii), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 4.06 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar LoansLoans in a manner that minimizes amounts due under Section 4.11. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 4.06 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date Parent, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(c); provided PROVIDED, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(c); PROVIDED, FURTHER, that the aggregate amount of mandatory prepayments under this paragraph (a) as a result of Asset Sales permitted under Section 7.5(f) in respect of a Qualified Securitization Transaction shall not exceed the maximum amount of outstanding receivables subject to such Qualified Securitization Transaction on the date of testing or any date prior thereto. (cb) If, for the period beginning on the Closing Date and ending December 31, 1999 and for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 2010thereafter, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.11(c). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”"EXCESS CASH FLOW APPLICATION DATE") no later than five Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (dc) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.11 shall be applied, firstFIRST, to the prepayment of the Term Loans (in accordance with Section 4.8(b2.17(b)) and secondand, SECOND, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided , PROVIDED that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.11 shall be made, first, made first to Base Rate ABR Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (d) Notwithstanding anything to the contrary in Section 2.11(c) or 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11(b) that is allocated to Term Loans (such amounts, the "PREPAYMENT AMOUNT"), the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (c) above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender a notice (each, a "PREPAYMENT OPTION NOTICE") as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrower to prepay on the date (each a "MANDATORY PREPAYMENT DATE") that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Term Lender by an amount equal to the portion of the Prepayment Amount indicated in such Term Lender=s Prepayment Option Notice as being applicable to such Term Lender=s Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Term Lenders have accepted prepayment pursuant to the Prepayment Option Notice and (ii) the Borrower shall be entitled to retain the portion of the Prepayment Amount not accepted by the relevant Term Lenders.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by Holdings or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 10.2), then, on the date of such incurrence the Tranche B Term Loans shall be prepaid, and/or the Multicurrency Commitments shall be reduced, by an amount equal to 100% the amount of the Net Cash Proceeds thereof shall be applied on the date of such issuanceincurrence, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d6.5(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% the Tranche B Term Loans shall be prepaid, and/or the Multicurrency Commitments shall be reduced, on or before the date which is thirty days following the date of the receipt of such Net Cash Proceeds thereof shall be applied on Proceeds, by an amount equal to the amount of such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Net Cash Proceeds, as set forth in Section 4.2(d6.5(d); provided PROVIDED, that, notwithstanding the foregoing, (i) the aggregate amount of Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year of Holdings and (ii) on each Reinvestment Prepayment DateDate the Tranche B Term Loans shall be prepaid, and/or the Multicurrency Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Event, as set forth in Section 4.2(d6.5(d). (c) IfSubject to the last sentence of this paragraph, unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, Holdings commencing with the fiscal year ending December 31, 20102001, there shall be Excess Cash Flow, the Borrower shallthen, on the relevant Excess Cash Flow Application Date, apply the difference between (i) Tranche B Term Loans shall be prepaid, and/or the ECF Percentage Multicurrency Commitments shall be reduced, by an amount equal to 50% of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsFlow, as set forth in Section 6.5(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”"EXCESS CASH FLOW APPLICATION DATE") no later than five Business Days ten days after the earlier of (Ai) the date on which the financial statements of the Borrower Holdings referred to in Section 7.1(a)9.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. No prepayment shall be required pursuant to this paragraph (c) in respect of any fiscal year if the Consolidated Leverage Ratio at the end of such fiscal year was less than or equal to 2.5 to 1.0. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to this Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Tranche B Term Loans and, second, after the Tranche B Term Loans have been prepaid in accordance with Section 4.8(b) and secondfull, to reduce permanently the Revolving Multicurrency Commitments; PROVIDED, that the Multicurrency Commitments shall not be so reduced to an amount less than the amount of the L/C Commitment. Any such reduction of the Revolving Multicurrency Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Multicurrency Loans to the extent, if any, that the Total Revolving Multicurrency Extensions of Credit exceed the amount of the Total Revolving Multicurrency Credit Commitments as so reduced; provided , PROVIDED that if the aggregate principal amount of Revolving Loans and Swingline Multicurrency Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the relevant Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment of Loans under any Facility pursuant to this Section 4.2 shall be made, first, to Base Rate Loans under such Facility and, second, to Eurodollar LoansEurocurrency Loans under such Facility. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Multicurrency Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred issued or Incurred by the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness Incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence issuance or contribution Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d); PROVIDED, HOWEVER, that if any such subordinated Indebtedness in an aggregate principal amount not to exceed $100,000,000 shall be issued or Incurred by the Borrower on terms and conditions (including, without limitation, terms of subordination) satisfactory to the Required Lenders, as evidenced by their prior written consent, which consent shall not be unreasonably withheld, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date date, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d); provided PROVIDED that, notwithstanding the foregoing, (i) the Borrower may exclude from the requirements of this paragraph the first $7,500,000 of aggregate Net Cash Proceeds from Asset Sales and Recovery Events and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(d). (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20101998, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, shall apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made as set forth in Section 2.10(d) on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.10 shall be applied, firstFIRST, to the prepayment of the Term Loans in accordance with Section 4.8(b) and secondand, SECOND, to reduce permanently the Revolving Credit Commitments; PROVIDED that no Excess Cash Flow shall be applied to reduce the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; provided , PROVIDED that if the aggregate principal amount of Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.10 shall be made, first, made first to Base Rate ABR Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.10 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If on any date (i) any Capital Stock shall be issued by the Borrower or any of its Subsidiaries, except Capital Stock issued by a Subsidiary to the Borrower or to a Wholly Owned Subsidiary Guarantor or by the Borrower to Xxxxx-Xxxxx, or (ii) any Indebtedness shall be incurred by the Borrower or any Group Member of its Subsidiaries, excluding any Indebtedness incurred in accordance with Section 6.2 (other than Excluded Indebtednessa)-(e), (g)-(k), as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(g). (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered in respect thereof, such Net Cash Proceeds shall be applied within 30 days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments to the extent set forth in Section 2.10(g) net of any federal, state, local and foreign taxes required to be paid by the Borrower, a Subsidiary of the Borrower, or any direct or indirect owner of the Borrower as a result of any actual or deemed distribution made by such entity in order to enable such application. In addition, on each Reinvestment Prepayment Date with respect to the Borrower, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) net of any federal, state, local and foreign taxes required to be paid by the Borrower, a Subsidiary of the Borrower, or any direct or indirect owner of the Borrower as a result of any actual or deemed distribution made by such entity in order to enable such application. (c) If for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 1998 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) If on any date after the repayment in full of the Timberlands Loan any dividends or distributions shall be made by Timberlands to Xxxxx-Xxxxx (excluding dividends or distributions in an amount equal to Partner Taxes in respect of the income of Timberlands), an amount equal to 100% of such dividends or distributions net of any federal, state, local or foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of such dividend or distribution shall be applied by Xxxxx-Xxxxx on the date of such dividend or distribution toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g). (e) If on any date after the repayment in full of the Timberlands Loan, any Capital Stock of Timberlands shall be issued (other than to Xxxxx-Xxxxx), an amount shall be applied on the date of such issuance toward the repayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to 100% of the Net Cash Proceeds thereof net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made to such application. If on any date after the date of repayment in full of the Timberlands Loan, Timberlands or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered in respect thereof, an amount shall be applied within 30 days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to such Net Cash Proceeds net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made to enable such application. In addition, on each Reinvestment Prepayment Date with respect to Timberlands, an amount shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made to enable such application. Notwithstanding the foregoing, any required prepayment pursuant to this paragraph shall be reduced by an amount equal to the Paper Company Percentage of any amounts required to be deposited in escrow, or otherwise required to be paid, under the Xxxx Xxxxxxx Credit Agreement. (f) If on any date prior to the date on which the Xxxxx Pledge Agreement shall have terminated in accordance with the terms thereof any Capital Stock of Xxxxx shall be issued (other than to Xxxxx-Xxxxx), an amount shall be applied on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to the Paper Company Percentage of the Net Cash Proceeds thereof net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made by Xxxxx in order to enable such application. If on any date prior to the date on which the Xxxxx Pledge Agreement shall have terminated in accordance with the terms thereof Xxxxx or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof an amount shall be applied on within 30 days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d)2.10(g) equal to the Paper Company Percentage of such Net Cash Proceeds net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made by Xxxxx in order to enable such application; provided thatprovided, notwithstanding that with respect to any Asset Sale by Xxxxx Partners, the foregoingNet Cash Proceeds required to be applied toward prepayment pursuant to this paragraph (d) shall also be net of any portion thereof attributable to equity interests in Xxxxx Partners held by Persons other than Xxxxx. In addition, on each Reinvestment Prepayment DateDate with respect to Xxxxx, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”Credit Commitments as set forth in Section 2.10(g) no later than five Business Days after equal to the earlier of (A) the date on which the financial statements Paper Company Percentage of the Borrower referred to in Section 7.1(a), for the fiscal year Reinvestment Prepayment Amount with respect to which such prepayment is madethe relevant Reinvestment Event net of any federal, are state, local and foreign taxes required to be delivered paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-xxxxx as a result of any actual or deemed distribution made by Xxxxx in order to enable such application; provided, that with respect to any Asset Sale by Xxxxx Partners, the Lenders and Net Cash Proceeds required to be applied toward prepayment pursuant to this paragraph (Bd) the date such financial statements are actually deliveredshall also be net of any portion thereof attributable to equity interests in Xxxxx Partners held by Persons other than Xxxxx. (dg) Amounts to be applied in connection with mandatory prepayments and commitment Revolving Credit Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.10 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments applied as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.follows:

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Majority Facility Lenders with respect to each Facility shall otherwise agree, if any Capital Stock shall be issued by the Borrower (except for shares of Capital Stock of (i) the Borrower issued or sold to directors, officers and employees of, or consultants to, the Borrower or any of its Subsidiaries or (ii) of the Borrower issued pursuant to the GSCP Acquisition Equity Investment) or Indebtedness shall be incurred by the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness permitted by Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence (or contribution on the first Business Day thereafter) toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.12(d). (b) If Unless the Majority Facility Lenders with respect to each Facility shall otherwise agree, if on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the then such Net Cash Proceeds thereof (excluding any Reinvestment Amount) shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.12(d); provided PROVIDED, that, notwithstanding the foregoing, on each the aggregate Net Cash Proceeds of such Asset Sales that may be excluded from the foregoing requirement as Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment not exceed $2,500,000 in any fiscal year of the Loans as set forth in Section 4.2(d)Borrower. (c) IfUnless the Majority Facility Lenders with respect to each Facility shall otherwise agree, if for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, Borrower there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the 40 47 reduction of the Revolving CommitmentsCredit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”"EXCESS CASH FLOW APPLICATION DATE") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to this Section 4.2(a), (b) and (c) shall be applied, firstFIRST, to the prepayment of the Term Loans in accordance with Section 4.8(b) and secondand, SECOND, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swingline Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; provided , PROVIDED that if the aggregate principal amount of Revolving Credit Loans and Swingline Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 shall be made, first, made first to Base Rate Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding the foregoing provisions of this Section, if at any time any prepayment of the Loans pursuant to this Section would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under Section 2.21 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (x) deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower) or (y) make a prepayment of the Revolving Credit Loans in accordance with Section 2.11 with an amount equal to a portion (up to 100%) of the amounts that otherwise would have been 41 48 paid in respect of such Eurodollar Loans (which prepayment, together with any deposits pursuant to clause (x) above, must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid); PROVIDED that, notwithstanding anything in this Agreement to the contrary, the Borrower may not request any Loan under the Revolving Credit Commitments that would reduce the aggregate amount of the Available Revolving Credit Commitments to an amount that is less than the amount of such prepayment until the related portion of such Eurodollar Loans have been prepaid upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans; PROVIDED that, in the case of either clause (x) or (y), such unpaid Eurodollar Loans shall continue to bear interest in accordance with the applicable provisions hereof until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, as the case may be, have or has been prepaid. (f) If, at any time for any reason, the Revolving Extensions of Credit exceed an amount equal to the lesser of, (i) the Borrowing Base on such date and (ii) the Total Revolving Credit Commitments on such date, the Borrower shall: FIRST prepay the Revolving Credit Loans then outstanding; SECOND pay any Reimbursement Obligations then outstanding and, LAST, cash collateralize any outstanding L/C Obligation in an amount equal to such excess.

Mandatory Prepayments and Commitment Reductions. (a) If on any date (i) any Capital Stock shall be issued by the Borrower or any of its Subsidiaries, except Capital Stock issued by a Subsidiary to the Borrower or to a Wholly Owned Subsidiary Guarantor or by the Borrower to Xxxxx-Xxxxx, or (ii) any Indebtedness shall be incurred by the Borrower or any Group Member of its Subsidiaries, excluding any Indebtedness incurred in accordance with Section 6.2 (other than Excluded Indebtednessa)-(e), (g)-(k), as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.10(g). (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered in respect thereof, such Net Cash Proceeds shall be applied within 30 days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments to the extent set forth in Section 2.10(g) net of any federal, state, local and foreign taxes required to be paid by the Borrower, a Subsidiary of the Borrower, or any direct or indirect owner of the Borrower as a result of any actual or deemed distribution made by such entity in order to enable such application. In addition, on each Reinvestment Prepayment Date with respect to the Borrower, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) net of any federal, state, local and foreign taxes required to be paid by the Borrower, a Subsidiary of the Borrower, or any direct or indirect owner of the Borrower as a result of any actual or deemed distribution made by such entity in order to enable such application. (c) If for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 1998 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) If on any date after the repayment in full of the Timberlands Loan any dividends or distributions shall be made by Timberlands to Xxxxx-Xxxxx (excluding dividends or distributions in an amount equal to Partner Taxes in respect of the income of Timberlands), an amount equal to 100% of such dividends or distributions net of any federal, state, local or foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of such dividend or distribution shall be applied by Xxxxx-Xxxxx on the date of such dividend or distribution toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g). (e) If on any date after the repayment in full of the Timberlands Loan, any Capital Stock of Timberlands shall be issued (other than to Xxxxx-Xxxxx), an amount shall be applied on the date of such issuance toward the repayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to 100% of the Net Cash Proceeds thereof net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made to such application. If on any date after the date of repayment in full of the Timberlands Loan, Timberlands or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered in respect thereof, an amount shall be applied within 30 days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to such Net Cash Proceeds net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made to enable such application. In addition, on each Reinvestment Prepayment Date with respect to Timberlands, an amount shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made to enable such application. Notwithstanding the foregoing, any required prepayment pursuant to this paragraph shall be reduced by an amount equal to the Paper Company Percentage of any amounts required to be deposited in escrow, or otherwise required to be paid, under the Xxxx Xxxxxxx Credit Agreement. (f) If on any date prior to the date on which the Xxxxx Pledge Agreement shall have terminated in accordance with the terms thereof any Capital Stock of Xxxxx shall be issued (other than to Xxxxx-Xxxxx), an amount shall be applied on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(g) equal to the Paper Company Percentage of the Net Cash Proceeds thereof net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made by Xxxxx in order to enable such application. If on any date prior to the date on which the Xxxxx Pledge Agreement shall have terminated in accordance with the terms thereof Xxxxx or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof an amount shall be applied on within 30 days after such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d)2.10(g) equal to the Paper Company Percentage of such Net Cash Proceeds net of any federal, state, local and foreign taxes required to be paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-Xxxxx as a result of any actual or deemed distribution made by Xxxxx in order to enable such application; provided thatprovided, notwithstanding that with respect to any Asset Sale by Xxxxx Partners, the foregoingNet Cash Proceeds required to be applied toward prepayment pursuant to this paragraph (d) shall also be net of any portion thereof attributable to equity interests in Xxxxx Partners held by Persons other than Xxxxx. In addition, on each Reinvestment Prepayment DateDate with respect to Xxxxx, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”Credit Commitments as set forth in Section 2.10(g) no later than five Business Days after equal to the earlier of (A) the date on which the financial statements Paper Company Percentage of the Borrower referred to in Section 7.1(a), for the fiscal year Reinvestment Prepayment Amount with respect to which such prepayment is madethe relevant Reinvestment Event net of any federal, are state, local and foreign taxes required to be delivered paid by Xxxxx-Xxxxx or any direct or indirect owner of Xxxxx-xxxxx as a result of any actual or deemed distribution made by Xxxxx in order to enable such application; provided, that with respect to any Asset Sale by Xxxxx Partners, the Lenders and Net Cash Proceeds required to be applied toward prepayment pursuant to this paragraph (Bd) the date such financial statements are actually deliveredshall also be net of any portion thereof attributable to equity interests in Xxxxx Partners held by Persons other than Xxxxx. (dg) Amounts to be applied in connection with mandatory prepayments and commitment Revolving Credit Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.10 shall be appliedapplied as follows: (i) until the date on which the Total Revolving Credit Commitments have been reduced to $25,000,000, firstsuch prepayments and Revolving Credit Commitment reductions shall be applied pro rata, to the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments; (ii) from and after the date on which the Total Revolving Credit Commitments have been reduced to $25,000,000, such prepayments shall be applied to prepay the Term Loans until the Term Loans have been repaid in accordance with Section 4.8(bfull; (iii) from and secondafter the date on which there are no Term Loans outstanding, such prepayments shall be applied to reduce permanently the Revolving CommitmentsCredit Commitments until such time as the Total Revolving Credit Commitments have been reduced to $25,000,000; and (iv) from and after the date on which the Revolving Credit Commitments have been reduced to $25,000,000 (and the Term Loans have been repaid in full), no further mandatory prepayments and Revolving Credit Commitment reductions will be required pursuant to this Section. Any such reduction reductions of the Revolving Credit Commitments above shall be accompanied by prepayment of the Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; provided that if , and shall be applied to scheduled reductions in the aggregate principal amount of Total Revolving Loans and Swingline Loans then outstanding is less than Credit Commitments in the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent direct order of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory remaining scheduled reductions pursuant to the Administrative AgentSection 2.8(b). The application of any prepayment pursuant to Section 4.2 2.10 shall be made, first, made first to Base Rate Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.10 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loansi) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidprepaid (except in the case of Revolving Credit Loans that are Base Rate Loans) and (ii) in the case of prepayments of Term Loans, shall be applied in the direct order of the remaining maturities of Term Loans, pursuant to Section 2.3.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), then on the date of such incurrence, the Term Loans shall be prepaid, and/or the outstanding Revolving Credit Loans shall be repaid, by an amount equal to 100% the amount of the Net Cash Proceeds thereof shall be applied on the date of such issuanceincurrence, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(d). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries. (b) If on Unless the Required Prepayment Lenders shall otherwise agree, if the Borrower or any date any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, then on the fifth Business Day after the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds unless a Reinvestment Notice shall be delivered in respect thereofthereof on or prior to such date, 100% of the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and shall be prepaid, and/or the reduction outstanding Revolving Credit Loans shall be prepaid, by an amount equal to the amount of the Revolving Commitments such Net Cash Proceeds, as set forth in Section 4.2(d2.12(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment DateDate the Term Loans shall be prepaid, and/or the outstanding Revolving Credit Loans shall be prepaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Event, as set forth in Section 4.2(d2.12(d). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, for if on any fiscal year date the Collateral Agent (or Borrower) shall receive any proceeds of principal payments (other than payments deemed made thereunder as a result of actual payments made with respect to the BorrowerFacilities) made on any First Mortgage Bonds, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, then on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage date of such Excess Cash Flow and (ii) all optional prepayments of receipt, the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (prepaid, and/or the outstanding Revolving Credit Loans shall be prepaid, by an “Excess Cash Flow Application Date”) no later than five Business Days after amount equal to the earlier amount of (A) the date on which the financial statements of the Borrower referred to such proceeds, as set forth in Section 7.1(a2.12(d), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of repay any outstanding Revolving Credit Loans (without reducing the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidCredit Commitments).

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by the Parent Borrower or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness issued or incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of within five Business Days after such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(ef). (b) If on any date the Parent Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from (i) any Asset Sale or (ii) any Recovery Event that, in the case of this clause (ii), yields net proceeds to the Parent Borrower or any of its Subsidiaries from any settlement or payment in excess of $10,000,000, then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on within five Business Days after such date receipt toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(ef); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d2.12(ef). (c) If, If for any fiscal year of the Borrower, Parent Borrower commencing with the fiscal year ending December 31, 20102020, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans as set forth in Section 2.12(ef) an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all optional prepayments of Term Loans made during such fiscal year pursuant to Section 2.11 to the extent not funded with the proceeds of long-term Indebtedness and (B) the reduction aggregate amount of all optional prepayments of Revolving Credit Loans and Swingline Loans made during such fiscal year pursuant to Section 2.11 to the extent (x) not funded with the proceeds of long-term Indebtedness and (y) accompanying corresponding permanent reductions of the Revolving Credit Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Parent Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied To the extent that at any time (by virtue of changes in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), the Exchange Rate or otherwise) (bi) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total USD Revolving Extensions of Credit under the USD Revolving Credit Facility or the Total Multicurrency Revolving Extensions of Credit under the Multicurrency Revolving Credit Facility (including the Dollar Equivalent of any such Revolving Extensions of Credit denominated in an Optional Currency) shall exceed the amount of the Total Revolving Credit Commitments under such Revolving Credit Facility then in effect or (ii) the aggregate outstanding principal amount of all Revolving Credit Loans to Foreign Subsidiary Borrowers (including the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Credit Loans denominated in an Optional Currency to Foreign Subsidiary Borrowers) shall exceed $100,000,000, then, in each case, the Borrowers shall, within four Business Days, repay the Revolving Credit Loans under the applicable Revolving Credit Facility or Swingline Loans to eliminate such excess. (e) With respect to each borrowing as so reduced; provided to which a certificate is required to have been delivered under Section 5.2(c), if and to the extent the applicable Borrower has not applied the proceeds of such borrowing for the purpose that if has been specified in such certificate by the fifth Business Day following the date such borrowing is made, then on the next Business Day the applicable Borrower shall prepay such borrowing in an aggregate principal amount equal to the lesser of Revolving Loans (i) such unused proceeds and Swingline Loans then outstanding is (ii) the amount necessary to cause the aggregate amount of Available Cash to be less than or equal to $75,000,000 at the amount end of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidBusiness Day.

Mandatory Prepayments and Commitment Reductions. (a) If If, after the Closing Date, any Capital Stock or Indebtedness shall be issued or incurred by Holdings, the Borrower or any Group Member of its Subsidiaries (other than Excluded Capital Stock and Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.8(b). (b) If on any date Holdings, the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on within three Business Days after receipt of such date Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.8(b); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d4.8(b). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending on or about December 31, 20102002 (which for such fiscal year ending on or about December 31, 2002 shall include only the period beginning on or about September 30, 2002 and ending on or about December 31, 2002), there shall be more than $2,500,000 of Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the difference between prepayment of the Term Loans as set forth in Section 4.8(b) an amount equal to: (i1) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.minus

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by CC Operating or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d). (b) If on any date CC Operating or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of CC Operating and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.9(d). (c) If, for any fiscal year of the Borrower, CC Operating commencing with the fiscal year ending December 31, 20102003, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage 50% of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.9(d). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower CC Operating referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.9 shall be applied, first, to the prepayment of prepay the Term Loans in accordance with Section 4.8(b) and and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.9 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.9 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member Restricted Company (excluding any Debt or Redeemable Preferred Interests incurred in accordance with Section 7.2 (other than Excluded IndebtednessCredit Agreement Refinancing Debt) or Capital Stock issued in compliance with Section 7), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date within five Business Days of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member Restricted Company shall receive Net Cash Proceeds from any Asset Sale or Recovery Event and such Net Cash Proceeds are not prohibited under any Requirements of Law to be distributed or otherwise transferred without the consent or approval of a Governmental Authority then, unless to the extent a Reinvestment Notice shall be not have been delivered in respect thereof, 100% of the an amount equal to such Net Cash Proceeds thereof shall be applied on such within ten Business Days after the date that all post-closing adjustments associated therewith have been completed toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year Fiscal Year of the Borrower, Borrower commencing with the fiscal year Fiscal Year ending December 31, 20102020, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.11(d), (A) the ECF Percentage of such Excess Cash Flow, minus (B) the sum of (i) all voluntary prepayments of Term Loans (and Revolving Loans to the extent the applicable Revolving Commitments are permanently reduced by the amount of such payments) and any other prepayments of Permitted Other Debt, Permitted Refinancings and/or other Debt secured by Liens on the Collateral on a pari passu basis or senior basis to the Liens on the Collateral made during such Fiscal Year, plus (ii) the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries in connection with Investments permitted by Section 7.6. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(b), for the fiscal year Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders Administrative Agent (for distribution to the Agents and the Lenders) and (Bii) the date such financial statements are actually delivered; provided, however, that a prepayment of Term Loans pursuant to this Section 2.11(c) shall only be required in the amount (if any) by which such payment amount for the applicable Fiscal Year exceeds $25,000,000. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.17(b) and and, second, to reduce permanently the Swingline Loans and then Revolving Commitments. Any such Loans without a permanent reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in this Section 2.11 that is allocated to Tranche B Term Loans (such amount, the “Designated Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will give the Administrative Agent notice in writing of such mandatory prepayment at least three (3) Business Days prior to the date of such prepayment (each a “Mandatory Prepayment Date”). As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a notice, which shall be in the form of Exhibit G (each, a “Prepayment Option Notice”), and shall include the relevant Term Loans of such Lender by an amount equal to the portion of the Designated Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans as described above in respect of which such Lenders have accepted prepayment (it being understood that a failure to respond to a Prepayment Option Notice no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment shall be deemed an acceptance of the prepayment referenced therein) and (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Designated Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to clause (ii), any portion of the Designated Prepayment Amount not accepted by the Tranche B Term Lenders shall remain, such amount shall be used to prepay the Tranche B Term Loans on a pro rata basis. (f) Revolving Loan Prepayments. (i) In the event of the termination of all the Alternative Currency Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Alternative Currency Revolving Loans and all outstanding Swingline Loans and replace all outstanding Alternative Currency Letters of Credit or cash collateralize all outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 3.10. In the event of the termination of all the Dollar Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Dollar Revolving Loans and replace all outstanding Dollar Letters of Credit or cash collateralize all outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10. (ii) In the event of any partial reduction of the Alternative Currency Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Alternative Currency Revolving Lenders of the sum of the Alternative Currency Revolving Extensions of Credit after giving effect thereto and (y) if the sum of the Alternative Currency Revolving Extensions of Credit would exceed the aggregate amount of Alternative Currency Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Alternative Currency Revolving Loans and third, replace outstanding Alternative Currency Letters of Credit or cash collateralize outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. In the event of any partial reduction of the Dollar Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Dollar Revolving Lenders of the sum of the Dollar Revolving Extensions of Credit after giving effect thereto and (y) if the sum of the Dollar Revolving Extensions of Credit would exceed the aggregate amount of Dollar Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Dollar Revolving Loans and second, replace outstanding Dollar Letters of Credit or cash collateralize outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the sum of all Alternative Currency Revolving Lenders’ Alternative Currency Revolving Extensions of Credit exceeds the Alternative Currency Revolving Commitments then in effect (including, without limitation, as a result of any Revaluation Date or as a result of currency fluctuations), the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Alternative Currency Revolving Loans, and third, replace outstanding Alternative Currency Letters of Credit or cash collateralize outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. In the event that the sum of all Dollar Revolving Lenders’ Dollar Revolving Extensions of Credit exceeds the Dollar Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Dollar Revolving Loans, and second, replace outstanding Dollar Letters of Credit or cash collateralize outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Obligations exceed the LC Commitment then in effect, the Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. (g) [Reserved]. (h) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Tranche B Term Loan pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.11(a) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Tranche B Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B Term Loan so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B Term Loan outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by Holdings, the Borrower or any Group Member of its Restricted Subsidiaries (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(e). (b) If on any date the Borrower or any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event occurring after the Closing Date then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(e); provided that, notwithstanding the foregoing, (i) with respect to any such Asset Sale, such prepayment shall be required only to the extent the amount of such Net Cash Proceeds thereof, together with the aggregate Net Cash Proceeds of all other prior Asset Sales occurring after the Closing Date that have not been applied to a prepayment pursuant to this Section 2.12(b) (other than any Reinvestment Deferred Amount), exceeds $2,000,000, (ii) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events occurring after the Closing Date that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 (or its equivalent in other currencies as of the date of receipt of such proceeds, as determined by the Borrower in good faith based on then prevailing exchange rates) in the aggregate and (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(e). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage (in effect as of the last day of such fiscal year) of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.12(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. CREDIT AGREEMENT (d) If on any date Holdings, the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any sale or issuance of equity or Capital Stock (except any proceeds of equity sold or issued (i) to the Permitted Investors or management or employees, (ii) the exercise of options and warrants held by them or (iii) to redeem preferred stock pursuant to Section 7.6(b)), then such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.12(e). (de) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.12 shall be applied, first, to the prepayment of prepay the Term Loans to ratably reduce each scheduled installments of principal thereof set forth in accordance with Section 4.8(b) and subsection 2.3, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline prepay outstanding Swing Line Loans to the extent, if any, that full extent thereof and to permanently reduce the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than Loan Commitment by the amount of such excess (because L/C Obligations constitute a portion thereof)prepayment, third, to prepay Revolving Loans to the Borrower shallfull extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, fifth, to cash collateralize Letters of Credit as provided in the Collateral Account Agreement and to further permanently reduce the Revolving Loan Commitments by the amount of such cash collateralization, and sixth, to the extent of any remaining amount, to further reduce the balance Revolving Loan Commitments; provided that the proceeds of equity sold through an initial public offering, to the extent not used as contemplated above, may be used first to prepay Revolving Loans without reducing the Revolving Commitments so long as the pro forma Consolidated Senior Debt Ratio is less than 2.50:1.00 after taking into account the application of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit proceeds. Mandatory prepayments of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall Term Loans may not be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidreborrowed.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred Incurred by DDi Corp. or any Group Member of its Subsidiaries (other than Excluded Indebtednessexcluding DDi Europe), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuanceIncurrence toward the prepayment of the Term Loans and, incurrence prior to the Scheduled Tranche A Revolving Termination Date, the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 2.9(e); provided that no such prepayment and reduction shall be required pursuant to this Section 2.9(a) with respect to Indebtedness Incurred in accordance with Section 7.2, other than to the extent set forth therein. (b) Unless the Required Lenders shall otherwise agree, if any Capital Stock shall be issued or contribution sold by DDi Corp. or any of its Subsidiaries (excluding DDi Europe) for cash, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 4.2(d2.9(e). (bc) If Unless the Required Lenders shall otherwise agree, if on any date DDi Corp. or any Group Member of its Subsidiaries (excluding DDi Europe) shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, (unless a Reinvestment Notice shall be delivered in respect thereof) then, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and and, prior to the Scheduled Tranche A Revolving Termination Date, the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 4.2(d2.9(e); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of Details, (ii) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of Details, and (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and, prior to the Scheduled Tranche A Revolving Termination Date, the reduction of the Tranche A Revolving Credit Commitments as set forth in Section 4.2(d2.9(e), and provided, further, that 100% of the Net Cash Proceeds of the first $1,250,000 of Asset Sales (after giving effect to any Reinvestment Notice in respect of such Asset Sales), which Asset Sales shall in any event include any sale of real or personal property located at the facilities in Garland, Texas and Sterling, Virginia, may be applied by the Borrower to repay Tranche A Revolving Credit Loans only so long as such repayment does not also constitute a permanent reduction of Tranche A Revolving Credit Commitments. (cd) IfUnless the Required Lenders shall otherwise agree, for if, on December 31 of any fiscal year of the BorrowerDetails, commencing with the fiscal year ending December 31, 20102004, there shall be Excess Cash FlowCash, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of prepay the Term Loans during and, prior to the Scheduled Tranche A Revolving Termination Date, reduce the Tranche A Revolving Credit Commitments as set forth in Section 2.9(e) in an amount equal to the excess, if any, of Excess Cash as at December 31 for such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitmentsover $15,000,000. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after that is the earlier of (Ai) the date on which the financial statements of the Borrower Details referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered, provided that the Excess Cash Application Date for fiscal year 2004 shall be July 15, 2005. (de) Amounts Prior to the Scheduled Tranche A Revolving Termination Date, amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.9 shall be applied, first, applied to the prepayment of the Tranche B Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Tranche A Revolving CommitmentsCredit Commitments on a pro rata basis on the outstanding amount thereof. Any such reduction of the Tranche A Revolving Credit Commitments shall be accompanied by prepayment of the Tranche A Revolving Loans and/or Swingline Credit Loans to the extent, if any, that the Total Tranche A Revolving Extensions of Credit exceed the amount of the Total Tranche A Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Tranche A Revolving Loans and Swingline Credit Loans then outstanding is less than the amount of such excess (because Tranche A L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Tranche A Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The On and after the Scheduled Tranche A Revolving Termination Date, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be applied to the prepayment of the Term Loans, pro rata among Tranche A Term Loans and Tranche B Term Loans, based upon the outstanding principal amount thereof. Subject to the second preceding sentence, the application of any prepayment pursuant to Section 4.2 2.9 shall be made, first, made first to Base Rate ABR Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.9 (except in the case of Tranche A Revolving Credit Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) All unpaid amounts owing hereunder shall be due and payable on April 15, 2008. (g) Notwithstanding anything to the contrary in Sections 2.9(a) or 2.9(b) above, no prepayment of the Term Loans or reduction of the Tranche A Revolving Credit Commitments shall be required with respect to up to the first $10,000,000 in the aggregate of Net Cash Proceeds of any issuances of equity or Indebtedness of DDi Corp. or the Company (any such issuance, “New Capital”), so long as (i) any such issuance of Indebtedness is subordinated to the Obligations on terms satisfactory to the Administrative Agent and the Required Lenders, (ii) no cash payments are required to made with respect to such New Capital until all Obligations are paid in full, (iii) in the case of any issuance of equity of DDi Corp., the Lenders shall have anti-dilution protection under the Lender Warrant Agreement and (iv) the terms of any such issuance of Indebtedness are otherwise satisfactory to the Administrative Agent and the Required Lenders. All Net Cash Proceeds of issuances of New Capital pursuant to this Section 2.9(g) shall be immediately deposited in Qualified Accounts of the Borrower and its Subsidiaries; provided that up to $4,000,000 of such Net Cash Proceeds from any issuance of equity of DDi Corp. may be distributed to DDi Europe.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Borrower or any Group Member of the other Loan Parties (excluding any Indebtedness permitted by Section 7.2 (other than Excluded Indebtednesswith respect to subsection (i) thereof)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date within one Business Day of receipt by such Person of such issuance, incurrence or contribution Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth Obligations in accordance with Section 4.2(d2.12(g). (bi) If on any date any Group Member shall receive With respect to the Net Cash Proceeds from any Asset Sale as to which the Borrower or Recovery Event then, unless any other Loan Party making such Asset Sale has not delivered a Reinvestment Notice shall be delivered within the period required therefor in respect the definition thereof, 100% the Facility Proportionate Share of the such Net Cash Proceeds (or portion thereof not subject to such a Reinvestment Notice) shall be applied on applied, within two Business Days of the expiration of the aforesaid required period for delivery of a Reinvestment Notice with respect to such date Asset Sale, toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth Obligations in accordance with Section 4.2(d2.12(g); provided provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any Fiscal Year and (ii) on each Reinvestment Prepayment Date, an amount equal to the Facility Proportionate Share of the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Obligations in accordance with Section 2.12(g). (ii) With respect to the Net Cash Proceeds from any Disposition of Property (other than any Asset Sale with respect to which a prepayment is required to be made pursuant to Section 2.12(b)(i)) that are required pursuant to the terms of any First Lien Secured Obligations to be applied to (or offered to be applied to) the repayment of any First Lien Secured Obligations (in the event any such repaid First Lien Secured Obligations constitute a revolving credit facility, accompanied by a permanent reduction of commitments under such revolving credit facility in the amount of such repayment), the Facility Proportionate Share of such Net Cash Proceeds shall be applied, within one Business Day of the date any of such Net Cash Proceeds are required to be so applied (or offered to be so applied) to any First Lien Secured Indebtedness, toward the prepayment of the Obligations in accordance with Section 2.12(g). (iii) In the event any Net Cash Proceeds from any Asset Sale are not applied toward the prepayment of the Obligations pursuant to Section 2.12(b)(i) as set forth a result of not being deemed part of the "Facility Proportionate Share" of such Net Cash Proceeds and such amounts are not applied to the prepayment and permanent reduction of First Lien Secured Obligations for any reason whatsoever (including the failure of any holder of such First Lien Secured Obligations to accept an offer of prepayment) within 60 days of the application of the Facility Proportionate Share of such Net Cash Proceeds toward the prepayment of the Obligations pursuant to Section 2.12(b)(i), then such amounts shall, on the last day of such 60-day period, be applied toward the prepayment of the Obligations in accordance with Section 4.2(d2.12(g). (c) No later than (i) two Business Days following the date on which Loss Proceeds are required to be applied to the prepayment of Obligations under Section 5.14 of the Disbursement Agreement, (ii) two Business Days following the date on which Insurance Proceeds and/or Eminent Domain Proceeds are required to be applied to the prepayment of the Obligations pursuant to Section 2.24 or (iii) unless the Disbursement Agreement provides for the deposit of such funds in the Company's Funds Account (in which case the Disbursement Agreement shall control), two Business Days following the date on which any Loan Party receives Liquidated Damages (provided, that to the extent such Liquidated Damages are paid pursuant to any obligation, default or breach, the results of which can be remedied through the expenditure of money, and the applicable Loan Party determines in its reasonable judgment to undertake such remedy, the Liquidated Damages subject to this subsection (iii) shall be net of reasonable amounts that such Loan Party anticipates to incur in connection with such remedy (such amounts, the "Reinvested Amounts"); provided, further, that in the event such Loan Party has not expended any Reinvested Amounts in furtherance of such remedy by the date that is six months after a Loan Party initially received the relevant Liquidated Damages or, in the case of any Reinvested Amounts to be expended in furtherance of such remedy pursuant to a contract entered into during such six-month period, such amounts have not been expended by the date that is twelve months after a Loan Party initially received the relevant Liquidated Damages, such non-expended amounts shall be applied on the second Business Day following such sixth-month or twelve-month, as the case may be, anniversary date toward the prepayment of the Obligations in accordance with Section 2.12(g)), the Borrower shall apply such funds toward the prepayment of the Obligations in accordance with Section 2.12(g). (d) If, for any fiscal year of the Borrower, Fiscal Year commencing with the fiscal year ending December 31, 2010Relevant Fiscal Year, there shall be Excess Cash Flow, the Borrower shall, and shall cause the applicable Loan Parties to, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsObligations in accordance with Section 2.12(g). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days after the earlier of (Ai) the date on which the financial statements of the Borrower Loan Parties referred to in Section 7.1(a6.1(a), for the fiscal year Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (de) Amounts If the Phase II Approval Date has not occurred on or prior to the Phase II Commitment Sunset Date, on the Phase II Commitment Sunset Date the Borrower shall prepay the Obligations in accordance with Section 2.12(g) in an aggregate principal amount of $550,000,000. (f) If, on the last day of any period of two full consecutive fiscal quarters of the Borrower, each such fiscal quarter beginning after the Phase I Opening Date but in no event such day being earlier than the later of (x) the Phase I Final Completion Date and (y) December 31, 2005, the Consolidated EBITDA of the Borrower for such two full consecutive fiscal quarter period was equal to or greater than $70,000,000 the Borrower shall, so long as no Default or Event of Default shall have occurred and be then continuing, apply any amounts then on deposit in the Project Liquidity Reserve Account on the Liquidity Reserve Payment Date toward the prepayment of the Obligations in accordance with Section 2.12(g). (g) Subject to Section 2.18, amounts to be applied in connection with mandatory prepayments and commitment reductions made to the prepayment of the Obligations pursuant to this Section 4.2(a2.12 shall be applied (i) in the case of Sections 2.12(a), (b2.12(b), 2.12(c) and (c) shall be applied2.12(d), first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and Loans, second, to reduce permanently the Revolving Credit Commitments and, third, to the Borrower or such other Person as shall be lawfully entitled thereto, (ii) in the case of Sections 2.12(e), to the prepayment of the Term Loans and to reduce permanently the Revolving Credit Commitments in such respective amounts as the Borrower may elect and (iii) in the case of Section 2.12(f), first, to the prepayment of Revolving Credit Loans (without any permanent reduction of Revolving Credit Commitments), second, to the prepayment of Term Loans, and third, to the Borrower or such other Person as shall be lawfully entitled thereto. Any such reduction of the Revolving Credit Commitments in accordance with the foregoing shall be accompanied by prepayment of the Revolving Credit Loans and/or Swingline Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Credit Loans and Swingline Swing Line Loans then outstanding is less than the amount of such excess the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash immediately available funds in a cash collateral account established with the Administrative Agent for the benefit of the Lenders Secured Parties on terms and conditions satisfactory to the Administrative Agent (and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing first priority security interest (subject to no other Liens) in all amounts at any time on deposit in such cash collateral account to secure all L/C Obligations from time to time outstanding and all other Obligations). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of such funds is less than the amount of such excess, the Borrower shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) the amount of such excess over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. The application of any prepayment pursuant to Section 4.2 2.11 and this Section 2.12 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.11 and this Section 2.12 (except in the case of Revolving Credit Loans (unless the Revolving Credit Loans are being repaid in full and the Revolving Credit Commitments terminated) that are Base Rate Loans and Swingline Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment to the applicable Lender on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding (x) any Indebtedness incurred in accordance with Section 7.2 and (y) any Permitted Warrant (to the extent such Permitted Warrant constitutes Indebtedness)), other than Excluded Indebtedness(i) the amount by which the aggregate purchase price for receivables paid by investors or the loans from such investors in connection with any Receivables Financing and outstanding at any time exceeds $375,000,000 and (ii) the Borrower’s direct or indirect ratable share (determined in accordance with the Borrower’s direct or indirect ownership of the relevant Specified Joint Venture) of Indebtedness incurred under an agreement described in Section 7.14(c)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof to the extent exceeding $5,000,000 in any single transaction or series of related transactions shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d); provided provided, that, notwithstanding the foregoing, (i) any Net Cash Proceeds of Asset Sales and Recovery Events shall be excluded from the foregoing requirement if a Reinvestment Notice shall be delivered and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year of the Borrower, Borrower commencing with the fiscal year ending December 31, 20102011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.17(b) and and, second, when the Term Loans have been paid in full, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d). (b) If on any date the US Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date within three Business Days toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d4.06(d); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d4.06(d). (cb) IfIf on any date the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Capital Market Transactions, for any fiscal year then an amount equal to 75% of the BorrowerNet Cash Proceeds from such Capital Market Transaction (to the extent such Net Cash Proceeds, commencing together with the fiscal year ending December 31, 2010, there Net Cash Proceeds from prior Capital Market Transactions after the Original Closing Date are in excess of $200,000,000) shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage applied within five Business Days of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward issuance or incurrence to the prepayment of the Term Loans and as set forth in Section 4.06(d); provided, that, notwithstanding the foregoing, any Net Cash Proceeds from any Capital Market Transactions of less than $200,000,000 shall be applied to prepay any amounts outstanding under the Revolving Credit Facility. (c) On the Effective Date, if after giving effect to the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date provided in Section 4.03(a)(i), (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (Ax) the date on which aggregate Revolving Credit Exposures of all the financial statements Lenders exceeds the aggregate US Revolving Commitments or (y) the aggregate principal amount of outstanding Mexican Revolving Loans exceeds $100,000,000, then the US Borrower referred to or the Mexican Borrower, as applicable, shall repay the applicable Revolving Loans in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required amounts necessary to be delivered to the Lenders and (B) the date such financial statements are actually deliveredin compliance with this Agreement.[Reserved]. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), 4.06(a) or (b) and (c) shall be applied, first, applied to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof4.13(a)(iii), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 4.06 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar LoansLoans in a manner that minimizes amounts due under Section 4.11. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) 4.06 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock or Indebtedness shall be incurred issued or Incurred by Holdings or any Group Member (other than Excluded Indebtedness)of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence issuance or contribution Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.11(d); provided that no such prepayment and reduction shall be required pursuant to this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (iv) any Net Cash Proceeds from the issuance of Capital Stock by Holdings or the Incurrence of Indebtedness by Holdings or New Intermediate Holdco which are used to finance the AHYDO Payment and (v) up to $20,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by Holdings after the Closing Date. (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.11(d); provided ~ that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $4,000,000 in any fiscal year of Details and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 4.2(d2.11(d). (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any the period beginning on the Closing Date and ending on December 31, 1999 and for each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010Details thereafter, there shall be Excess Cash Flow, the Borrower Borrowers shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCredit Commitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower Details referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.11 shall be applied, first, first to the prepayment of the Term Loans in accordance with Section 4.8(b(pro rata among the Tranche A Term Loans and the Tranche B Term Loans, based upon the outstanding principal amount thereof) and secondand, ~ to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swingline Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Credit Loans and Swingline Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Subject to the immediately preceding sentence, the application of any prepayment pursuant to Section 4.2 2.11 shall be made, first, made first to Base Rate ABR Loans and, second, and second to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 2.11 (except in the case of Revolving Credit Loans that are Base Rate ABR Loans and Swingline Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) All unpaid amounts owing hereunder shall be due and payable on April 22, 2005.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, (i) if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by any Group Member US Loan Party an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the US Term Loans as set forth in Section 2.12(e) and (other than Excluded Indebtedness)ii) if any Indebtedness (excluding Indebtedness incurred in accordance with Section 7.2) shall be incurred by the CDN Borrower or any CDN Subsidiary Guarantor, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such issuance, incurrence or contribution Net Cash Proceeds toward the prepayment of the CDN Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.12(e). (b) If Unless the Required Lenders shall otherwise agree, (i) if on any date any Group Member US Loan Party shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the US Term Loans and the reduction of the US Revolving Commitments as set forth in Section 4.2(d2.12(e) and (ii) if on any date the CDN Borrower or any CDN Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event (a "CDN Reinvestment Event") 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 CDN Term Loans and the reduction of the CDN Revolving Commitments as set forth in Section 2.12(e); provided provided, that, notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the US Term Loans shall be prepaid and/or the US Revolving Commitments shall be reduced (or, with respect to any CDN Reinvestment Event, the CDN Term Loans shall be prepaid and/or the CDN Revolving Commitments shall be reduced) as set forth in Section 2.12(e) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the "Trigger Date") that is six months after any such Reinvestment Prepayment Date, the US Term Loans shall be prepaid and/or the US Revolving Commitments shall be reduced (or, with respect to any CDN Reinvestment Event, the CDN Term Loans shall be prepaid and/or the CDN Revolving Commitments shall be reduced) as set forth in Section 2.12(e) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) Unless the Required Lenders shall otherwise agree, if on any date Holdings or any of its Subsidiaries shall receive for its own account proceeds from any tax refund with respect to any period ending on or prior to the first anniversary of the Closing Date to the extent resulting from the redemption of stock options on the Closing Date, an amount equal to (i) the amount of such proceeds minus (ii) the amount of cash on hand of the US Borrower on the Closing Date after giving effect to the Transaction, shall be applied on the date of such receipt toward the prepayment of the Revolving Loans or the Term Loans as set forth in Section 4.2(d2.12(e). (cd) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, US Borrower commencing with the fiscal year ending December 31, 20102006, there shall be Excess Cash Flow, the US Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between an amount equal to (i) the ECF Excess Cash Flow Percentage of such Excess Cash Flow and minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year year, in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the US Term Loans and the reduction of the Revolving Commitmentsas set forth in Section 2.12(e). Each such prepayment and commitment reduction shall be made on a date (an “"Excess Cash Flow Application Date”") no later than five Business Days ten days after the earlier of (A) the date on which the financial statements of the US Borrower referred to in Section 7.1(a6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually deliveredLenders. (de) Amounts to be applied in connection with mandatory prepayments pursuant to paragraphs (a) and (d) above shall be applied to the prepayment of the US Term Loans (or the CDN Term Loans, as applicable) in accordance with Section 2.18(b) until paid in full. Amounts to be applied in connection with prepayments and commitment Commitment reductions made pursuant to Section 4.2(a), paragraph (b) and (c) above shall be applied, first, to the prepayment of the US Term Loans (or the CDN Term Loans, as applicable) in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.with

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness Redeemable Preferred Interests or Debt (including any Credit Agreement Refinancing Debt) shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Excluded Indebtedness)Credit Agreement Refinancing Debt) or Capital Stock issued in compliance with Section 7) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, issuance or incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event and such Net Cash Proceeds are not prohibited under any Requirements of Law to be distributed or otherwise transferred without the consent or approval of a Governmental Authority then, unless to the extent a Reinvestment Notice shall be not have been delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such within ten days after the date that all post-closing adjustments associated therewith have been completed toward the prepayment of the Term Loans and the reduction of the Revolving Commitments Loans as set forth in Section 4.2(d)2.11(d) ; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 4.2(d2.11(d). (c) If, for any fiscal year Fiscal Year of the Borrower, Borrower commencing with the fiscal year Fiscal Year ending December 31, 20102011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days days after the earlier of (Ai) the date on which the financial statements of the Borrower referred to in Section 7.1(a6.1(b), for the fiscal year Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders Administrative Agent (for distribution to the Agents and the Lenders) and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to this Section 4.2(a), (b) and (c) 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b2.17(b) and and, second, to reduce permanently the Swingline Loans and then Revolving Commitments. Any such Loans without a permanent reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment pursuant to this Section 4.2 2.11 shall be made, first, to Base Rate ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 2.11 (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11 that is allocated to Tranche B Term Loans or Tranche B-2 Term Loans (such amount, the “Tranche BDesignated Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans or Tranche B-2 Term Loans, as provided in Section 2.11(d) above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender and Tranche B-2 Term Lenders a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and Tranche B-2 Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Tranche BDesignated Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans or Tranche B-2

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtednessexcluding any Indebtedness incurred in accordance with Section 7.1), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.6(c). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the such Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d2.6(c); provided provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment reduction of the Loans Commitments as set forth in Section 4.2(d2.6(c). (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with mandatory prepayments made pursuant to Section 2.6 and commitment Commitment reductions made pursuant to Section 4.2(a), (b) and (c) 2.6 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, applied to reduce permanently the Revolving applicable Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving (i) Last Out Tranche Extensions of Credit exceed the amount of the Total Revolving Last Out Tranche Commitments as so reduced or (ii) First Out Tranche Extensions of Credit exceed the amount of the First Out Tranche Commitments as so reduced; , provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of any such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment made pursuant to Section 4.2 2.6 and Commitment reductions pursuant to Section 2.6 shall be made, first, to Base Rate Last Out Tranche Loans and Last Out Tranche Commitments and, second, to Eurodollar LoansFirst Out Tranche Loans and First Out Tranche Commitments. Each prepayment of the Loans under Section 4.2 2.6 (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.