Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and

Mandatory Prepayments and Commitment Reductions. (a) Unless If for any reason the Required Lenders Total Revolving Extensions of Credit (or, on or following the Revolving Termination Date, the aggregate principal amount of outstanding Converted Term Loans) exceeds the lesser of (x) the Total Revolving Commitments then in effect and (y) the Maximum Permitted Outstanding Amount, the Borrower shall otherwise agreeimmediately, if prepay the applicable Loans in an aggregate amount equal to such excess (b) If any Extraordinary Receipt Capital Stock shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, issued by any Group Member (other than to another Group Member) on or after the Revolving Termination Date, then on an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within one (1) Business Day of the date of such issuance toward the prepayment of the Converted Term Loans; provided, however, that so long as no Default or incurrenceEvent of Default shall have occurred and be continuing, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal solely to the amount of the extent that it is reasonably necessary to use such Net Cash Proceeds of for such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent purpose (taking into account all other cash available to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to Borrower and its Subsidiaries for the Orderspurposes described in this clause (b)), the Borrower may use all or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member portion of such Net Cash ProceedsProceeds to (A) pay any operating expenses of the Group Members due and payable at the time of, or anticipated to become due and payable within sixty (60) days after the date of such sale or issuance of its Capital Stock, in either case, to the extent such amounts are approved by Administrative Agent (such consent not to be unreasonably withheld) (B) make dividends or other distributions as permitted under Section 7.6(e) to the extent necessary to maintain the status of the Borrower (or, following the Up-REIT Transaction, the Loans shall be prepaid REIT Entity) as a REIT under the Code, so long as (x) the Borrower delivers to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower certifying (1) that such use of such Net Cash Proceeds for such purpose is reasonably necessary (taking into account all other cash available to the Borrower and the Commitments shall be reduced by an amount equal to its Subsidiaries) and (2) the amount of such Net Cash ProceedsProceeds necessary to be used for such purpose, together with a detailed calculation thereof and (y) such Net Cash Proceeds are used for such purpose within sixty (60) days after the date of such sale or issuance of its Capital Stock (it being understood that in the event such Net Cash Proceeds are not so used within sixty (60) days, such Net Cash Proceeds shall be applied within one (1) Business Day thereafter toward the prepayment of the Converted Term Loans as set forth in Section 2.5(cabove). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Not later than the next Business Day following the receipt by any Loan Party on or after the Revolving Termination Date of any Net Cash Proceeds from an Investment Asset Payment, the Borrower shall prepay the Converted Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, and solely to the extent that it is reasonably necessary to use such Net Cash Proceeds for such purpose (taking into account all other cash available to Borrower and its Subsidiaries for the purposes described in this clause (c)), the Borrower may use all or a portion of such Net Cash Proceeds to (A) pay any operating expenses of the Group Members that are due and payable at the time of, or anticipated to become due and payable within sixty (60) days after the date of such Investment Asset Payment, in either case, to the extent such amounts are approved by Administrative Agent (such consent not to be unreasonably withheld) or (B) make dividends or other distributions as permitted under Section 7.6(e) to the extent necessary to maintain the status of the Borrower (or, following the Up-REIT Transaction, the REIT Entity) as a REIT under the Code, so long as (x) the Borrower delivers to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower certifying (1) that such use of such Net Cash Proceeds for such purpose is reasonably necessary (taking into account all other cash available to the Borrower and its Subsidiaries) and (2) the amount of such Net Cash Proceeds necessary to be used for such purpose, together with a detailed calculation thereof and (y) such Net Cash Proceeds are used for such purpose within one hundred-twenty (120) days after the date of such Investment Asset Payment (it being understood that in the event such Net Cash Proceeds are not so used within one hundred-twenty (120) days, such Net Cash Proceeds shall be applied within one (1) Business Day thereafter toward the prepayment of the Converted Term Loans as set forth above. (d) If any Indebtedness shall be incurred pursuant to Section 7.2(h), an amount equal to 100% of the Net Cash Proceeds thereof shall be immediately applied toward the prepayment of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving 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 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, cash collateralize on or prior to the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit. The application of any prepayment pursuant to Section 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans or Converted Term Loans under Section 2.6 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Amounts to be applied in connection with prepayments and Commitment reductions of Converted Term Loans made pursuant to this Section 2.6 shall be applied, (i) first, applied to pay accrued and unpaid interest on, and expenses scheduled installments thereof in respect of, the direct order of maturity. Mandatory prepayments of Converted Term Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andmay not be reborrowed.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2), then 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 or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.11. (b) Unless Subject to clauses (d) and (i) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the Required Lenders ECF Percentage for such period of such Excess Cash Flow over (ii) in each case at the option of the Borrower Representative and 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 as the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall otherwise agreebe added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of UK Holdco referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date date, UK Holdco or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except for in excess of (i) the sale greater of inventory $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in the ordinary course any single transaction or series of business related transactions and (ii) proceeds with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.11; provided that, notwithstanding the foregoing, on 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 Term Loans as set forth in Section 2.11(g). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Borrower Representative 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 subject prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of 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 prior lien material risk of breach of fiduciary or that are 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 reasonably be expected to 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 paid applied to repay Loans at the holder times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of a prior lien, other than a Primed Lien, then on the date of 360 days from receipt by such Group Member of such Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, as the case may be, such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term 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 Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) 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 E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be prepaid approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment 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 Commitments Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Lender’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall be reduced by deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an amount equal to Officer’s Certificate setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4prepayment. (cg) Amounts to be applied in connection with any mandatory prepayments and Commitment reductions made pursuant to this Section 2.11 shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are 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 provision of this Section 2.11, if any prepayment of Eurocurrency 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 Eurocurrency 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 Eurocurrency Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans have been prepaid. Upon the occurrence and during the continuance of any Event of 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 Eurocurrency 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 clause (h) pending application to any Eurocurrency Loans shall be held and applied to the satisfaction of such Eurocurrency Loans prior to any other application of such property as may be provided for herein. (i) firstNotwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to pay accrued and unpaid interest onthe control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and expenses the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect ofof such Asset Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow 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 or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans and in accordance with the Additional Notes, terms hereof (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andextent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding)

Mandatory Prepayments and Commitment Reductions. (a) Unless If any Capital Stock shall be issued by the Required Lenders shall otherwise agree, US Borrower (other than as set forth below with respect to Excluded Proceeds) or (ii) if any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group Member, excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the Closing Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(x)), then on the date of such issuance or incurrence, the Term Loans shall be prepaid and prepaid, and/or the Commitments Revolving Credit Loans shall be reduced repaid, by an amount equal to to, in the amount case of an issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, or in the case of Indebtedness, 100% of the Net Cash Proceeds, other than any Excluded Proceeds, of such receipt issuance or incurrence, as set forth in Section 2.5(c2.13(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the OrdersGuarantee and US Collateral Agreement or the Canadian Collateral Agreement, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event then, except for (i) the sale of inventory as provided in the ordinary course of business and (ii) proceeds that are subject to following sentence, unless a prior lien or that are required to Reinvestment Notice shall be paid to the holder of a prior liendelivered in respect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Term Loans shall be prepaid and prepaid, and/or the Commitments Revolving Credit Loans shall be reduced repaid, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.13(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 one or more Reinvestment Notices and pending reinvestment at any given time shall not exceed $40,000,000 and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.13(d). Notwithstanding the foregoing, Net Cash Proceeds received from dispositions permitted by Section 7.5(e) shall be applied on the date of receipt to repay outstanding Revolving Loans. The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.47.5. (c) Amounts If for any fiscal year of the US Borrower commencing with the fiscal year ending December 31, 2009 there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid and/or the Revolving Credit Loans shall be repaid, by an amount equal to 50% of such Excess Cash Flow, as set forth in Section 2.13(d). Each such prepayment 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 US Borrower referred to in Section 6.1(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) Except as otherwise provided in clause (b) above with respect to Net Cash Proceeds received from dispositions permitted by Section 7.5(e), amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.13 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the repayment of the Revolving Credit Loans, as provided in Section 2.19. Any repayment of Revolving Credit Loans pursuant to this Section 2.13 shall not result in a reduction of the Revolving Credit Commitments. (iiie) thirdIf at any time the Dollar Equivalent of the total aggregate amount of the Revolving US/CA Extensions of Credit exceeds the Total Revolving Credit US/CA Commitments, the Borrowers shall repay Revolving Credit US/CA Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit US/CA Loans and Swing Line Loans is less than such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the permanent reduction of any unused portion extent of the Commitment andbalance of such excess, replace outstanding Letters of Credit and/or deposit an amount in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent. If at any time the total aggregate amount of the Revolving CA Extensions of Credit exceeds the Total Revolving Credit CA Commitments, the Canadian Borrower shall repay Revolving Credit CA Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit CA Loans and Swing Line Loans to the Canadian Borrower is less than such excess (because L/C Obligations of the Canadian Borrower constitute a portion thereof), the Canadian Borrower shall, to the extent of the balance of such excess, replace its outstanding Letters or Credit and/or deposit an amount in a cash collateral account established with the Canadian Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Canadian Agent. (f) If at any time the Dollar Equivalent of the aggregate amount of the Total Extensions of Credit exceeds the Total Revolving Credit Commitment, the Borrowers shall repay Revolving Credit Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans is less than such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) Unless In the Required Lenders shall otherwise agreeevent of any termination of all the Commitments (including pursuant to Section 2.09 or Section 2.13(b) or (d)), if any Extraordinary Receipt shall be receivedthe Borrower shall, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such termination, repay or prepay all its outstanding Borrowings. If, after giving effect to any partial reduction in the Commitments or at any other time (including pursuant to Section 2.09 or Section 2.13(b) or (d)), the Aggregate Revolving Credit Exposure would exceed the Total Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Borrowings in an amount sufficient to eliminate such excess. (b) On each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrenceincurrence by the Borrower or any Restricted Subsidiary of (x) Indebtedness pursuant to Section 6.04(xvi) or (y) Incremental Advance Rate MSR Indebtedness, (i) the Borrower shall, on such date and in accordance with the requirements of Section 2.13(e), prepay any outstanding Loans in an amount equal to the lesser of (A) 100% of the Net Cash Proceeds of the respective issuance or incurrence of such Indebtedness and (B) the aggregate principal amount of such Loans then outstanding, and (ii) the Commitments shall, on such date and in accordance with the requirements of Section 2.13(e), be automatically and permanently reduced by an amount equal to 100% of the Net Cash Proceeds of the respective issuance or incurrence of such Indebtedness. (c) If for any reason, at any time, an RC Asset Coverage Ratio Deficiency exists, the Borrower shall, within two Business Days after the applicable Compliance Certificate Date and in accordance with the requirements of Section 2.13(f), prepay the Loans in an amount equal to the amount necessary to cause the RC Asset Coverage Ratio to equal 1.00:1.00 on a Pro Forma Basis after giving effect to such prepayment. (d) If for any reason, as of the last day of any calendar month, a Total Asset Coverage Ratio Deficiency exists, the Commitment shall by no later than two Business Days after the applicable Compliance Certificate Date and in accordance with the requirements of Section 2.13(b), be prepaid automatically and the Commitments shall be permanently reduced by an amount equal to the amount of necessary to cause the Net Cash Proceeds of Total Asset Coverage Ratio to equal 2.50:1.00 on a Pro Forma Basis after giving effect to such receipt or incurrence, as set forth in Section 2.5(c). The reduction (and the provisions of this Section do not constitute a consent 2.13(a) shall apply to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Memberextent applicable). (be) Unless In the Required event that the Borrower or any of its applicable Restricted Subsidiaries ceases to meet the qualifications for maintaining all Approvals, such Approvals are revoked or such Approvals are materially modified in a manner materially adverse to the Lenders, and such cessation, revocation or material modification continues to exist for a period of thirty (30) days from the first occurrence thereof, the Borrower shall promptly prepay the Loans in full; (f) Each amount required to be applied pursuant to Section 2.13 in accordance with this Section 2.13(b) shall be applied pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. Each reduction in Commitments required pursuant to this Section 2.13 shall be applied pro rata according to the respective Commitments of the Lenders at such time. (g) The Borrower shall otherwise agreedeliver to the Administrative Agent, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale at the time of each mandatory repayment or Recovery Event except for prepayment of Loans or reduction in Commitments required under this Section 2.13, (i) a certificate signed by an Authorized Officer of the sale Borrower setting forth in reasonable detail the calculation of inventory in the ordinary course amount of business such repayment, prepayment and/or reduction and (ii) proceeds that are subject to a at least three Business Days prior lien or that are required to be paid to the holder written notice of a prior liensuch repayment, other than a Primed Lienprepayment and/or reduction. Each notice of repayment, then on prepayment and/or reduction shall specify (x) the date of receipt by such Group Member repayment, prepayment and/or reduction, (y) the Type of such Net Cash Proceedseach Loan, if any, being repaid or prepaid and (z) the principal amount of the Loans to be repaid or prepaid and/or the amount by which the Commitments are to be reduced. All repayments and prepayments of Borrowings under this Section 2.13 shall be prepaid subject to Section 2.16 but shall otherwise be without premium or penalty and the Commitments shall be reduced by an amount equal to the amount (other than prepayments of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do ABR Loans that are not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied made in connection with prepayments and Commitment reductions made pursuant to this Section the termination or permanent reduction of the Commitments) shall be applied, (i) first, to pay accompanied by accrued and unpaid interest on, and expenses in respect of, on the Loans and principal amount to be prepaid to but excluding the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction date of any unused portion of the Commitment andpayment.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans and the Additional Notes shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans and the Additional Notes shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if (i) any Extraordinary Receipt Capital Stock shall be receivedissued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or Indebtedness (ii) any Funded Debt is incurred, except for incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 6.3, by any Group Member7.2), then on the date of such issuance or incurrence, as the case may be, the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount 50% of the Net Cash Proceeds of such receipt issuance of Capital Stock or incurrence100% of the Net Cash Proceeds of such incurrence of Indebtedness, as set forth in Section 2.5(c)the case may be. The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the OrdersGuarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any Group Memberof its Subsidiaries. (b) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any Group Member other Loan Party shall receive Net Cash Proceeds from any Asset Sale (including any Disposition of any Capital Stock of any Subsidiary, whether by the issuer or the Loan Party that is the owner thereof, other than any such Disposition excluded from being an Asset Sale by the exclusions contained in the definition of “Asset Sale” in Section 1.1) or Recovery Event except for (i) the sale yielding Net Cash Proceeds in excess of inventory $3,500,000 then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on within three Business Days after the date of receipt by such Group Member Loan Party of such Net Cash Proceeds, the Term Loans shall be prepaid and prepaid, and/or the Revolving Credit Commitments shall be reduced reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.12(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 $15,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date 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, as set forth in Section 2.12(d), and (iii) in any event the Term Loans shall be prepaid and/or the Revolving Credit Commitments shall be reduced, by an amount equal to any Net Cash Proceeds of any Asset Sale, Recovery Event or other Disposition of property of any Loan Party that would otherwise be required to be used to prepay the Senior Subordinated Notes, on the date such prepayment of the Senior Subordinated Notes would otherwise be required to be made, as set forth in Section 2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.47.5. (c) Unless the Required Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2004, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow. 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 date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12(b) shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans until the Term Loans are repaid in full and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or 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 Swing Line Loans then outstanding is less than the amount of such excess (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction of any unused portion extent of the Commitment andbalance 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 Secured Parties on terms and conditions reasonably satisfactory to the Administrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (excluding any Indebtedness permitted in accordance with Section 7.2), then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c2.11(d). The provisions of ; provided that prepayments pursuant to this Section do not constitute a consent to the issuance of any equity securities 2.11(a) shall be accompanied by any entity whose equity securities are pledged fees payable with respect thereto pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group MemberSection 2.10(b). (b) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); 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 $25,000,000 (it being understood that only amounts in excess of such thresholds shall be required to be applied to any prepayment); provided further that, 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 2.11(d). Notwithstanding the foregoing, such Net Cash Proceeds in excess of $25,000,000 may be applied to Other Applicable Indebtedness 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 principal 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. (c) If, for any fiscal year of the Borrower commencing with the first full fiscal year after the Closing Date, there shall be Excess Cash Flow in excess of $25,000,000, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans as set forth in Section 2.11(d) the excess of (x) the ECF Percentage of such Excess Cash Flow over (y) solely to the extent not funded with the proceeds of Indebtedness, the aggregate amount of all optional prepayments of Term Loans made during such fiscal year pursuant to Section 2.10, 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 10.6(e) of the Existing 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 shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the sale date on which the financial statements of inventory the Borrower referred to in Section 6.1(a), for the ordinary course of business fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) proceeds that the date such financial statements are subject actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to this Section 2.11 shall be made first, to ABR Loans and, second, to Term Benchmark Loans or RFR Loans, if applicable. Each prepayment of the Loans under this Section 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 lien or 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 are is required to be paid 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 holder of a prior lien, other Administrative Agent no later than a Primed Lien, then on two Business Days after the date of such Xxxxxx’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 Xxxxxx’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 Group Member 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 Loans shall be prepaid and the Commitments shall be reduced by Borrower applies an amount equal to the amount of such Net Cash ProceedsProceeds 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, as set forth in Section 2.5(c). The provisions less the amount of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be appliedor, (i) first, to pay accrued and unpaid interest on, and expenses in respect ofif less, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andNet Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

Mandatory Prepayments and Commitment Reductions. (a) Unless If any class of equity or debt securities or instruments of the Required Lenders shall otherwise agreeParent, if the Borrowers or any Extraordinary Receipt of their Subsidiaries shall be receivedissued or sold or the Parent, the Borrowers or Indebtedness is incurred, any of their Subsidiaries shall incur or permit the incurrence of loans (except for Indebtedness (i) any Capital Stock issued pursuant to the Recapitalization or to an employee of a Borrower in connection with a Guarantee Obligation or a loan or advance permitted by Sections 7.4(e) or 7.9(c)(ii), respectively, (ii) any debt securities or instruments issued or loans incurred in accordance with Section 6.37.2 and (iii) so long as such equity investment is not for the purpose of and does not have the effect of curing a Default or Event of Default, by any Group MemberPerson who owns Capital Stock in the Parent, then the Borrowers or any of their Subsidiaries on the date hereof (subsequent to the Recapitalization) may make a one-time equity investment in the Parent, which the Parent shall invest in the equity of the Borrowers, in the aggregate amount of up to $5,000,000), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c). The provisions paragraph (d) of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.12. (b) Unless the Required Lenders shall otherwise agree, if If on any date the Parent, the Borrowers or any Group Member of their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or from any Recovery Event except for (i) other than, if no Event of Default shall have occurred and be continuing, to the sale of inventory in the ordinary course of business and (ii) proceeds extent that such Net Cash Proceeds are subject to a prior lien or that are required to be paid used to restore or replace the holder assets in respect of a prior lien, other than a Primed Lien, then on which such Recovery Event occurred within twelve months from the date of receipt such Recovery Event, as certified by such Group Member a Responsible Officer of the Designated Borrower pursuant to a Reinvestment Notice), such Net Cash Proceeds, the Loans Proceeds shall be prepaid applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments shall be reduced by as set forth in paragraph (d) of this Section 2.12; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant 34 28 Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c). The provisions paragraph (d) of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.42.12. (c) If, for any fiscal year of the Borrowers ending after the Closing Date, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in paragraph (d) of this Section 2.12 a percentage of such Excess Cash Flow equal to 75%. 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 Borrowers referred to in Section 6.1(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) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, (i) first, to pay accrued the prepayment of the Term Loans 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 Credit Loans and/or Swing Line Loans to the extent, if any, that the sum of the Aggregate Outstanding Revolving Extensions of Credit of all Revolving Credit Lenders exceeds the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and unpaid interest on, and expenses in respect ofSwing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the 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 application of any prepayment pursuant to this Section 2.12 shall be made, within each category of Loans to be prepaid as provided above, first to Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. All prepayments of the Term Loans pursuant to this Section 2.12 shall be applied pro rata to the Tranche A Term Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, Tranche B Term Loans and to the permanent reduction remaining installments of principal thereof in the inverse order of scheduled maturity. Notwithstanding the foregoing, so long as any Tranche A Term Loans are outstanding, each Tranche B Term Loan Lender shall have the right to refuse all or any portion of any unused portion prepayment pursuant to this Section 2.12 allocable to such Lender's Tranche B Term Loans and the amount so refused shall be applied first pro rata to prepay the Tranche A Term Loans and second to reduce permanently the Revolving Credit Commitments as provided above. Amounts prepaid on account of the Commitment andTerm Loans may not be reborrowed.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, incurred by the Company or Indebtedness is incurred, except for any Restricted Subsidiary (other than any Indebtedness permitted by Section 6.3, to be incurred by any Group Membersuch Person in accordance with Section 6.2) (other than Permitted Credit Agreement Refinancing Debt), then concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. (b) If, for any Excess Cash Flow Interim Period, there shall be prepaid and the Commitments shall be reduced by Excess Cash Flow, an amount equal to the 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 Net 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 the Specified Period for such Excess Cash Proceeds Flow Interim Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of such receipt or incurrence, the Loans as set forth in Section 2.5(c). The provisions clause (f) of this Section do not constitute 2.6. Each such prepayment shall be made on a consent date (an “Excess Cash Flow Application Date”) no later than (i) 10 Business Days after the date on which the financial statements of the Company referred to in Section 5.1(a) or 5.1(b), for the fiscal quarter with respect to which such prepayment is made, are required to be delivered to the issuance of any equity securities by any entity whose equity securities Lenders or (ii) if such financial statements are pledged actually delivered prior to the date on which they are required to be delivered pursuant to Section 5.1(a) or 5.1(b), the Orders, or a consent to last Business Day of the incurrence calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of any Indebtedness by any Group Memberthis sentence). (bc) Unless the Required Lenders shall otherwise agreeIf, if on any date date, the Company or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery any Event except for 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 (ito the extent in excess of $2,000,000) 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 sale extent to which a mandatory prepayment in respect of inventory 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 ordinary course holders of business 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 (iiand, in any event, within 10 Business Days after the date of such rejection) proceeds that are subject be applied to a prior lien or that are prepay Term Loans in accordance with the terms hereof (to the extent such Net Proceeds would otherwise have been required to be paid applied if such Other Applicable Indebtedness was not then outstanding). (d) If, on any date, the Borrowers shall be required to prepay Term Loans pursuant to the holder terms of a prior lien, other than a Primed Lienthe Escrow Agreement, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans Borrowers shall be prepaid and the Commitments shall be reduced by apply an amount equal to the Escrow Proceeds Prepayment Amount within five Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.6. (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 Net Cash Proceedsprepayment. Subject to any requirements of any other Indebtedness, as set 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 Section 2.5(c). The provisions reasonable detail the calculation of this Section 2.5 do not constitute a consent to the consummation amount of any Disposition not permitted by Section 6.4such prepayment. (cf) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.6 shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, applied to the permanent reduction of any unused portion prepayment of the Commitment andTerm Loans in accordance with Section 2.12(b).

Mandatory Prepayments and Commitment Reductions. (a) Unless (i) Subject to the Required Lenders shall otherwise agreelast paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, if any Extraordinary Receipt shall be received, on or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on prior to the tenth (10th) Business Day after the date of such issuance or incurrenceon which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to the amount of the Net Cash Proceeds of such receipt or incurrence, be applied as set forth in Section 2.5(c5.02(a)(ix). The provisions of ; provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section do not constitute a consent 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lienapplicable Closing Date Leverage Ratio, then on the date of receipt by such Group Member of such Net Cash Proceeds, Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such Net Cash Proceedsfiscal year and before the applicable ECF Payment Date (provided, as set forth in Section 2.5(c). The provisions that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses provision in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andprior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock or Indebtedness shall be receivedissued or incurred by any Group Member (other than (i) Excluded Indebtedness, (ii) any Capital Stock issued to any Group Member, (iii) any Capital Stock issued to any member of management or Indebtedness directors, officers or employees of any Group Member or (iv) any Capital Stock issued in contemplation of a Permitted Acquisition) or any capital contribution is incurred, except for Indebtedness permitted by Section 6.3, made to any Group Member (other than a capital contribution by any Group Member), then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance issuance, incurrence or incurrence, contribution toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Commitments as set forth in Section 2.5(c4.2(d). The provisions ; provided, however, that the amount of Net Cash Proceeds payable pursuant to this Section do not constitute a consent to clause (a) from the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness Capital Stock by any Group MemberMember shall be reduced to 50% if the Borrower’s Consolidated Leverage Ratio is less than 1.50:1.00. (b) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for 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 Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any fiscal year of the ordinary course of business Borrower and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c4.2(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2007, 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 Commitments 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 days after the earlier of (i) 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 (ii) the date such financial statements are actually delivered to the Lenders. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 4.2 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving 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 (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 Senior Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Senior Administrative Agent. The application of any unused portion prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of Loans under Section 4.2 shall be accompanied by accrued interest to the Commitment anddate of such prepayment on the amount prepaid. Notwithstanding anything herein to the contrary, no Loans shall be prepaid hereunder until all Interim Loans have been paid in full and all commitments with respect thereto have been terminated.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock shall be receivedissued by the Borrower or any of its Subsidiaries (excluding any Permitted Issuance and any Capital Stock issued to finance acquisitions pursuant to Section 7.8(p)), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by an amount equal to 50% of the Net Cash Proceeds thereof (excluding any Group Member, then Equity Financing Proceeds) 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 2.11(e); provided that no such Net Cash Proceeds shall be prepaid and required to be so applied if the Commitments Consolidated Leverage Ratio is less than or equal to 3.50 to 1.0 as of the last day of the most recent period of four consecutive fiscal quarters ending prior to the receipt of such Net Cash Proceeds for which the relevant financial information is available. (b) If any Indebtedness shall be reduced Incurred by the Borrower or any of its Subsidiaries (excluding any Incurrence of Indebtedness in accordance with Section 7.2 (other than Section 7.2(i)) as in effect on the Amendment/Restatement Closing Date), an amount equal to the amount 100% of the Net Cash Proceeds thereof shall be applied on the date of such receipt or incurrence, Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.11(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (bc) Unless the Required Lenders shall otherwise agree, if 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 except for then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied, within five Business Days after such date, toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales that may be excluded from the foregoing requirement in any fiscal year of the ordinary course Borrower pursuant to a Reinvestment Notice, when added to the aggregate fair market value of business Property Disposed of in connection with Asset Swaps during such fiscal year, shall not exceed $45,000,000 and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.11(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) 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 2.11(e). 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 6.1(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. (e) Amounts to be applied in connection with prepayments and Revolving Credit Commitment reductions made pursuant to this Section 2.11 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 unused portion prepayment pursuant to this Section 2.11 shall be made first to ABR Loans and second to Eurodollar Loans. Amounts prepaid on account of the Commitment andTerm Loans may not be reborrowed.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or If Indebtedness is incurred, except for by Holdings, the Borrower or any of its Subsidiaries (other than Indebtedness permitted by under Section 6.3, by any Group Member6.2), then on no later than one Business Day after the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount 100% of the Net Cash Proceeds thereof shall be applied to the prepayment of such receipt the Term Loans (together with accrued interest thereon) and or incurrencethe permanent reduction of the Revolving Credit Commitments, in each case as set forth in Section 2.5(c2.15(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by Holdings, the Borrower or any Group Memberof its Subsidiaries. (b) Unless the Required Lenders shall otherwise agree, if 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 except for then, unless a Reinvestment Notice shall be delivered in respect thereof, no later than five Business Days (ior, if a Default or Event of Default has occurred and is continuing, three Business Days) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on after the date of receipt by such Group Member Holdings, the Borrower or any of its Subsidiaries of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash ProceedsProceeds shall be applied to the prepayment of the Term Loans (together with accrued interest thereon) and/or the permanent reduction of the Revolving Credit Commitments, as set forth in Section 2.5(c2.15(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 to the prepayment of the Term Loans (together with accrued interest thereon) and/or the permanent reduction of the Revolving Credit Commitments, as set forth in Section 2.15(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.46.5. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2008, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term Loans (together with accrued interest thereon) and/or the permanent reduction of the Revolving Credit Commitments, as set forth in Section 2.15(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten 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) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.15 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swingline Loans to the extent, if any, that the Revolving Credit Exposures 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 Loans then outstanding is less than the amount of such excess (iii) thirdbecause L/C Disbursements constitute a portion thereof), the Borrower shall, to the permanent reduction extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount (not to exceed 102% of the face amount of any unused portion such outstanding and unreimbursed Letters of Credit) in cash in a cash collateral account established with the Administrative Agent for the benefit of the Commitment andSecured Parties on terms and conditions satisfactory to the Administrative Agent (which shall in any event be consistent with Section 2.8(j)). (e) Amounts to be applied pursuant to this Section 2.15 shall be applied first to reduce outstanding ABR Loans of the applicable class of Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such class; provided, however, that the Borrower may elect that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the Administrative Agent to secure the Obligations (the “Collateral Account”) and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders, shall apply any or all of such amounts to the payment of Eurodollar Loans.

Mandatory Prepayments and Commitment Reductions. (ai) Unless Subject to the Required Lenders shall otherwise agreelast paragraph of this Section 5.02(a), if any Extraordinary Receipt shall be received, on or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on prior to the tenth (10th) Business Day after the date of such issuance or incurrenceon which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to the amount of the Net Cash Proceeds of such receipt or incurrence, be applied as set forth in Section 2.5(c5.02(a)(viii). The provisions of ; provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section do not constitute a consent 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is less than or equal to 2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the issuance extent not funded with the proceeds of any equity securities by any entity whose equity securities are pledged pursuant Indebtedness (other than revolving credit loans) (and to the Ordersextent funded with the proceeds of equity, or a consent such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);. (ii) Upon the incurrence or issuance of any Indebtedness by any Group MemberCredit Party or any of their respective Subsidiaries (other than Indebtedness permitted under Section 10.01 (other than any Permitted Refinancing)), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds plus the Applicable Prepayment Premium, to be applied as set forth in Section 5.02(a)(viii). Nothing in this Section 5.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any incurrence or issuance of Indebtedness not permitted under the terms of this Agreement. (biii) Unless Subject to the Required Lenders shall otherwise agreelast paragraph of this Section 5.02(a), if on no later than five (5) Business Days after the receipt by any date Credit Party or any Group Member shall receive Net Cash Proceeds of their respective Subsidiaries of any cash proceeds from any Asset Sale or Recovery Event except for Disposition (iother than any Disposition permitted under Section 10.04(a), Section 10.04(c), Section 10.04(d), Section 10.04(e), Section 10.04(f), Section 10.04(g), Section 10.04(h), Section 10.04(i), Section 10.04(j), Section 10.04(k), Section 10.04(l), Section 10.04(m), Section 10.04(n), Section 10.04(p), Section 10.04(q), Section 10.04(r), Section 10.04(s) the sale of inventory (solely with respect to Permitted Liens arising in the ordinary course of business business) and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash ProceedsSection 10.04(u)), the Credit Parties or any of their respective Subsidiaries shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition, only to the extent the aggregate amount of such Net Disposition Proceeds in any fiscal year exceeds $1,000,000 in the aggregate and then only in the amount of such Net Cash Proceedsexcess, plus the Applicable Prepayment Premium, to be applied as set forth in Section 2.5(c5.02(a)(viii); provided, that any Credit Party or their respective Subsidiaries may, at their option by notice in writing to the Agents on or prior to the fifth (5th) Business Day after the occurrence of the Disposition giving rise to such Net Disposition Proceeds, elect to reinvest such Net Disposition Proceeds in assets that are used or useful in the business of any Credit Party or their Subsidiaries (including Permitted Acquisitions and other permitted Investments) to the extent that any Credit Party or such Subsidiary makes such reinvestment within twelve (12) months following the occurrence of the Disposition; provided, however, any Credit Party or such Subsidiary may consummate such reinvestment within sixteen (16) months after the occurrence of the Disposition, so long as any Credit Party or such Subsidiary shall have entered into a definitive agreement for the purchase of assets or property within the first twelve (12) month period. Any amounts of Net Disposition Proceeds unused after such period shall be applied as set forth in Section 5.02(a)(viii). The provisions of Nothing in this Section 2.5 do not constitute a consent 5.02(a)(iii) shall be construed to the consummation permit or waive any Default or Event of Default arising from any Disposition not permitted by Section 6.4under the terms of this Agreement. (civ) No later than five (5) Business Days after the receipt by Holdings, the Borrower or its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts, only to the extent the aggregate amount of such Extraordinary Receipts in any fiscal year exceeds $1,000,000 in the aggregate and then only in the amount of such excess, plus the Applicable Prepayment Premium. (v) No later than five (5) Business Days after the receipt of any indemnification payments received by any Indemnitees (as defined in the Acquisition Agreement) pursuant to the Acquisition Agreement (or by a Credit Party), other than indemnification payments to be made to a third party or in reimbursement of payments made to a third party, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the net cash proceeds of such indemnification payments received by any Credit Party or received by any Indemnitees (net of all out-of-pocket collection expenses thereof not payable to a Credit Party or Subsidiary thereof (other than reimbursements of reasonable out-of-pocket expenses of such Credit Party or Subsidiary, including, without limitation, any legal or other professional fees)) plus the Applicable Prepayment Premium. (vi) Upon any reduction in the Deferred Purchase Price obligations of the Purchaser under the Acquisition Agreement as a result of claims with respect to representations, warranties, indemnities or any exercise of set off rights in respect thereof, in each case, other than in respect of payments to be made to a third party or in reimbursement of payments made to a third party, the Borrower shall prepay the Loans in an amount equal to such reduction in the Deferred Purchase Price obligation, such prepayment to be made on the date on which the amount of the reduction would otherwise have been payable under the Acquisition Agreement plus the Applicable Prepayment Premium. (vii) Subject to the last paragraph of this Section 5.02(a), no later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any cash proceeds from any Casualty Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, only to the extent the aggregate amount of such Net Casualty Proceeds in any fiscal year exceeds $1,000,000 in the aggregate and then only in the amount of such excess, plus the Applicable Prepayment Premium, to be applied as set forth in Section 5.02(a)(viii); provided, that any Credit Party or their respective Subsidiaries may, at their option by notice in writing to the Agents no later than thirty (30) days following receipt of such Net Casualty Proceeds), use such Net Casualty Proceeds to repair or reinvest such Net Casualty Proceeds in assets that are used or useful in the business of such Credit Party or such Subsidiaries to the extent that such Credit Party or such Subsidiary makes such repair or reinvestment within twelve (12) months following the occurrence of the Casualty Event (or, so long as applicable permits and approvals are being diligently pursued by the Borrower in respect of such repair or reinvestment, sixteen (16) months); provided, however, the Credit Parties or such Subsidiary may consummate such repair or reinvestment within sixteen (16) months after the occurrence of the Casualty Event, so long as such Credit Party or such Subsidiary shall have entered into a definitive agreement for the repair or the purchase of assets or property within the first twelve (12) month period. Any amounts of Net Casualty Proceeds unused after such period shall be applied as set forth in Section 5.02(a)(viii). Nothing in this Section 5.02(a)(vii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (viii) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 5.02(a)(i) shall be applied, (ito the installments of the Term Loans pursuant to Section 2.05(b) first, in direct order of maturity of such scheduled installments. All other amounts to pay accrued and unpaid interest on, and expenses be applied in respect of, connection with prepayments made pursuant to Section 5.02(a) shall be made to the installments of the Term Loans pursuant to Section 2.05(b) in inverse order of maturity of such scheduled installments. Each prepayment of the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, under Section 5.02 shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, Incurred by any Group MemberMember (other than any Indebtedness permitted to be Incurred by any such Person in accordance with Section 7.2), then an amount equal to 100% of the Net Cash Proceeds within one (1) Business Day after the receipt of such proceeds, shall be applied on the date of such issuance or incurrence, Incurrence toward the prepayment of the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.11. (b) Unless Subject to clause (d) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the Required Lenders ECF Percentage for such period of such Excess Cash Flow minus (ii) $10,000,000 minus (iii) at the election of the Borrower Representative, 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 9.3, 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 (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments) (including pursuant to Section 2.23) 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) (including any “yanks” of non-consenting lenders thereunder) of Indebtedness (other than the Obligations) that constitutes First Lien Obligations or Junior Lien Obligations made by Top Borrower or any of its Restricted Subsidiaries, in the case of clauses (1) through (3) above, during the Excess Cash Flow Period or, at the election of the Borrower Representative in its sole discretion and without duplication with future periods, following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date (and including the amount of any such prepayments and repurchases made in any previous Excess Cash Flow Period and not applied with respect to such previous Excess Cash Flow Period or any successive previous Excess Cash Flow Period to reduce Excess Cash Flow payment obligations) shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of (A) the Loans as set forth in clause (g) of this Section 2.11 or, solely to the extent permitted by this section, (B) at the Borrower Representative’s option, the prepayment of outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. Any such amount of Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment is required under the terms of such Other Applicable Indebtedness (with any remaining Excess Cash Flow 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 Excess Cash Flow relative to Term Lenders, in which case such Excess Cash Flow 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 Excess Cash Flow, the declined amount of such Excess Cash Flow 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 Excess Cash Flow would otherwise agreehave been required to be applied if such Other Applicable Indebtedness was not then outstanding). (c) Subject to clause (d) of this Section 2.11, if if, on any date date, the Top Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except in excess of $10,000,000 in any fiscal year, then, unless the Borrower Representative 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 (determined on a Pro Forma Basis as of the Test Period most recently ended prior to (x) at the time of the making of such prepayment or, at the Borrower Representative’s option, (y) at the time of receipt of Net Cash Proceeds) 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 Borrower Representative’s option 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); provided, further, that the Top Borrower may elect to deem expenditures that would otherwise be permissible reinvestments pursuant to this clause (c) that occur within 90 days prior to the actual receipt of Net Cash Proceeds from any Asset Sale or Recovery Event to have been reinvested in accordance with the provisions hereof so long as such expenditure has been made no earlier that the earliest of (1) notice to the Administrative Agent of such Asset Sale or Recovery Event (it being agreed that the Administrative Agent will not distribute such notice to the lenders until the occurrence of (2) or (3) as follows), (2) the execution of a definitive agreement for such Asset Sale or (3) the consummation of such Asset Sale or the occurrence of such Recovery Event. 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 (a), (b) and (c) above), to the extent that the Borrower Representative has determined in good faith that (i) any of or all the sale Net Cash Proceeds of inventory any Indebtedness described in clause (a) above or 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 ordinary course relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of business and the relevant directors), (ii) proceeds that are subject such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a prior lien material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries (including repatriation or distributions that are would be made through 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 paid applied to repay Loans at the holder times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences; (provided, however, that no such commercially reasonable actions shall be required to be taken later than twelve (12) months after the applicable Indebtedness Incurrence, Asset Sale, Recovery Event or (with respect to any such Excess Cash Flow) the last day of the applicable Excess Cash Flow Period)) provided, that for a prior lien, other than a Primed Lien, then on the date period of 365 days from receipt by such Group Member of such Net Cash Proceeds, if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be promptly affected and such distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term 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 promptly 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 E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be prepaid approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11 (other than prepayments pursuant to Section 2.11(a)), which notice must be received by the Administrative Agent 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. The Administrative Agent will promptly notify each applicable Lender of such notice. 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 Commitments shall Borrower Representative no later than (i) 5:00 p.m., New York City time on the date of such Xxxxxx’s receipt of such notice from the Administrative Agent, if such notice is received prior to 11:00 a.m., New York City time, and (ii) 12:00 p.m., New York City time on the date following such Xxxxxx’s receipt of such notice from the Administrative Agent, if such notice is received after 11:00 a.m. New York City time. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be reduced deemed an acceptance of such prepayment. Subject to any requirements of the Second Lien Facility or any other Indebtedness, any Declined Proceeds may be retained by an amount equal the Borrowers (such retained amount, the “Retained Declined Proceeds”). Each notice delivered pursuant to the first sentence of this clause (f) shall, as applicable, set forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute prepayment (including a consent to the consummation calculation of any Disposition not permitted by Section 6.4Asset Sale Percentage). (cg) Amounts to be applied in connection with any prepayments and Commitment reductions made pursuant to this Section 2.11 (other than Section 2.11(e)) shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis within any Class of Loans regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are 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, (i) firstif any prepayment of EurocurrencyTerm Benchmark 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 pay accrued 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 EurocurrencyTerm Benchmark 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 EurocurrencyTerm Benchmark Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid EurocurrencyTerm Benchmark Loans have been prepaid. Upon the occurrence and unpaid interest on, and expenses in respect ofduring the continuance of any Event of Default, the Loans and the Additional Notes, Administrative Agent shall also be authorized (iiwithout any further action by or notice to or from any Borrower or any other Loan Party) second, to repay the Loans, (iii) third, apply such amount to the permanent reduction of any unused portion prepayment of the Commitment andapplicable EurocurrencyTerm Benchmark Loans in accordance with 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 EurocurrencyTerm Benchmark Loans shall be held and applied to the satisfaction of such EurocurrencyTerm Benchmark Loans prior to any other application of such amounts as may be provided for herein.

Mandatory Prepayments and Commitment Reductions. (i) In the event of an Asset Disposition by the Borrower or any of its Subsidiaries, the Borrower shall, within five Business Days of such Asset Disposition, prepay (by payment to the Administrative Agent for the account of the Lenders) an aggregate principal amount of Loans equal to 100% of the Net Proceeds received from such Asset Disposition and any other Asset Disposition which generated Net Proceeds during the Fiscal Year; provided that this prepayment requirement shall not apply if the Net Proceeds received from such Asset Disposition (a) Unless is less than U.S.$25,000,000, or (b) when aggregated with the Required Lenders Net Proceeds from any other Asset Disposition in respect of which payment has not been made pursuant to this Section 2.9(b), is less than U.S.$100,000,000. (ii) The Borrower shall, within five Business Days of any (a) incurrence of New Indebtedness for Borrowed Money or (b) issuance of Equity Securities, in each case, by the Borrower or any of its Subsidiaries, prepay (by payment to the Administrative Agent for the account of the Lenders) an aggregate principal amount of Loans equal to 100% of the Net Proceeds of any such incurrence of New Indebtedness for Borrowed Money or issuance of Equity Securities; provided that this Section 2.9(b)(ii) shall otherwise agreenot apply to (A) issuances of Equity Securities by the Borrower or any of its Subsidiaries to officers, if directors or employees of the Borrower or such Subsidiary under employee stock ownership plans of the Borrower or such Subsidiary, (B) the issuance of Equity Securities by a Subsidiary to the Borrower or another Subsidiary, or (C) the incurrence of New Indebtedness for Borrowed Money by the Borrower or a Subsidiary from another Subsidiary or the Borrower. (iii) In the case of any Extraordinary Receipt prepayment pursuant to any of Sections 2.9(b)(i) or (ii), the Borrower shall provide to the Administrative Agent written notice of such prepayment at least three Business Days prior to the date such prepayment is to be made. If any such notice is given, the amount specified in such notice shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then due and payable on the date required by this Section 2.9(b), together with any amounts payable pursuant to Section 2.14 and accrued interest to such date on the amount so prepaid in accordance with Section 2.5(c) (it being agreed that the full amount of any mandatory prepayment to be made in respect of a LIBO Rate Loan will be deposited in a cash collateral account maintained by the Administrative Agent and will be applied by the Administrative Agent against the amount of the relevant LIBO Rate Loans on the earliest of (i) the date which is 60 days after receipt by the Administrative Agent of such issuance prepayment, (ii) the last day of the applicable Interest Period, or incurrence(iii) the occurrence of an Event of Default). Upon receipt of such notice, the Loans Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s Applicable Percentage of such prepayment. No such prepayment of any Loan may be prepaid reborrowed. (iv) If, between July 28, 2008 and the Effective Date, the Borrower or any of its Subsidiaries makes an Asset Disposition and receives Net Proceeds in excess of U.S.$100,000,000, the aggregate Commitments shall of the Lenders will be reduced by an amount equal to the amount 100% of the Net Cash Proceeds of received by the Borrower or such receipt or incurrence, as set forth in Section 2.5(cSubsidiary from such Asset Disposition (with each Lender’s Commitment being reduced on a pro rata basis). The provisions If, between July 28, 2008 and the Effective Date, the Borrower or any of this Section do not constitute a consent to its Subsidiaries incurs New Indebtedness for Borrowed Money or issues additional Equity Securities (except for the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, Equity Securities or a consent to the incurrence of any New Indebtedness by any Group Member. for Borrowed Money contemplated in clauses (bA), (B) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (iiC) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash ProceedsSection 2.9(b)(ii)), the Loans shall be prepaid and aggregate Commitments of the Commitments shall Lenders will be reduced by an amount equal to 100% of the Net Proceeds received by the Borrower or such Subsidiary from any such incurrence of New Indebtedness for Borrowed Money or issuance of Equity Securities (with each Lender’s Commitment being reduced on a pro rata basis). The Borrower shall provide to the Administrative Agent, on or prior to the Effective Date, a certificate from the chief financial officer of the Borrower confirming, in the case of an Asset Disposition, the amount of Net Proceeds so received by the Borrower or any of its Subsidiaries in connection therewith, and, in the case of the incurrence of any New Indebtedness for Borrowed Money or the issuance of any additional Equity Securities, the amount of the Net Proceeds so received by the Borrower or any of its Subsidiaries in connection therewith. Upon receipt by the Administrative Agent of any such certificate, the Administrative Agent shall promptly notify each Lender of the contents thereof and, if applicable, the amount of such Net Cash Proceeds, as set forth in Section 2.5(c)Lender’s Commitment after giving effect to any such reduction. The provisions Each such reduction of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4Commitments shall be irrevocable. (cv) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be appliedFor greater certainty, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, any proceeds received by the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion Borrower as a result of the sale of its Equity Securities of the Seller as part of the Transactions will not require a prepayment under Section 2.9(b)(i) or a Commitment andreduction under Section 2.9(b)(iv).

Mandatory Prepayments and Commitment Reductions. 2.7.1 An amount equal to the Net Proceeds of any Debt for borrowed money (aother than Permitted Debt) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberObligor shall (for greater certainty, then on without limiting the rights of the Lenders in respect of the incurrence thereof) be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.2 An amount equal to the Net Proceeds of any issuance of Equity Interests by any Obligor (other than Excluded Equity Issuances) shall, in each case, be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.3 An amount equal to the Net Proceeds received by an Obligor from any Permitted Disposition described in clauses (d), (e) and (f) of such definition by any Obligor in excess of $1,000,000 in the aggregate for all Obligors in any Operating Year that is not reinvested in other Property useful for the Business within (x) 270 days following receipt of such Net Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 270 days following receipt thereof, 90 days of the date of such issuance legally binding commitment, shall be applied to the prepayment of Loans outstanding under the Credit Facilities; provided that so long as an Event of Default shall have occurred and be continuing, no Obligor shall be permitted to make any such reinvestment (other than pursuant to a legally binding commitment entered into at a time when no Event of Default was continuing). 2.7.4 An amount equal to the Net Proceeds (i) of any insurance required to be maintained under this Agreement received by an Obligor (or incurrenceto which an Obligor is entitled pursuant to Section 7.6) on account of any loss, damage or injury to any part of its Property or (ii) of Expropriation of Property received by an Obligor, on a combined basis, in excess of $500,000 in the aggregate for all Obligors in any Operating Year, that are not used for the repair, rebuild or replacement of such Property or reinvested in other Property useful for the Business within (x) 270 days following receipt of such Net Proceeds or (y) if an Obligor enters into a legally binding commitment to repair, rebuild or replace such Property or reinvest in such other Property within 270 days following receipt thereof, 90 days of the date of such legally binding commitment, shall be applied (or to the extent the Administrative Agent is loss payee under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) to the prepayment of Loans shall outstanding under the Credit Facilities. 2.7.5 Commencing upon the delivery of the financial statements and Compliance Certificate required to be prepaid and delivered for the Commitments shall be reduced by Operating Year ending March 31, 2022, an amount equal to 50% of Excess Annual Cash Flow for each Operating Year shall be paid by the amount Borrower to the Administrative Agent and applied to the prepayment of outstanding Loans under the Credit Facilities within five (5) Business Days of the Net Cash Proceeds date on which the Compliance Certificate in respect of such receipt or incurrenceOperating Year is delivered pursuant to Section 9.1.1.5(a), if the Total Leverage Ratio is greater than 3.00:1.00 as set forth at the end of such Operating Year as reported in Section 2.5(c)such Compliance Certificate. The provisions of For greater certainty, at no time shall a prepayment be required under this Section do not constitute a consent 2.7.5 if the Total Leverage Ratio is equal to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Ordersor less than 3.00:1.00, or a consent to the incurrence of any Indebtedness by any Group Memberbased on such Compliance Certificate. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an 2.7.6 An amount equal to the amount Net Proceeds received by an Obligor on account of such Net Cash Proceeds, as set forth OLG Compensation Payments in Section 2.5(c). The provisions excess of this Section 2.5 do not constitute a consent $500,000 in aggregate received by the Borrower shall within five (5) Business Days of receipt thereof be applied to the consummation prepayment of any Disposition not permitted by Section 6.4Loans outstanding under the Credit Facilities. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and

Mandatory Prepayments and Commitment Reductions. (ai) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2), then 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 or incurrenceincurrence toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11. (ii) Subject to clauses (d) and (i) of this Section 2.11, the Loans if, for any Excess Cash Flow Period, there shall be prepaid and the Commitments shall be reduced by Excess Cash Flow, an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow over (ii) in each case at the option of the Borrower Representative and 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 as the Net par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Proceeds Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of such receipt or incurrencethe Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute 2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a consent date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of UK Holdco referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group MemberLenders. (biii) Unless the Required Lenders shall otherwise agreeSubject to clauses (d) and (i) of this Section 2.11, if if, on any date date, UK Holdco or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except for in excess of (i) the sale greater of inventory $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in the ordinary course any single transaction or series of business related transactions and (ii) proceeds with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.11; provided that, notwithstanding the foregoing, on 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 Term Loans as set forth in Section 2.11(g). (iv) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Borrower Representative 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 subject prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of 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 prior lien material risk of breach of fiduciary or that are 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 reasonably be expected to 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 paid applied to repay Loans at the holder times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of a prior lien, other than a Primed Lien, then on the date of 360 days from receipt by such Group Member of such Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, as the case may be, such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (v) 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 Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (vi) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be prepaid approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment 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 Commitments Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Xxxxxx’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall be reduced by deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an amount equal to Officer’s Certificate setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4prepayment. (cvii) Amounts to be applied in connection with any mandatory prepayments and Commitment reductions made pursuant to this Section 2.11 shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are 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. (viii) Notwithstanding any of the other provision of this Section 2.11, (i) firstif any prepayment of Eurocurrency Loans or Term SOFR 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 pay accrued 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 Eurocurrency Loans or Term SOFR 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 Eurocurrency Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans or Term SOFR Loans have been prepaid. Upon the occurrence and unpaid interest onduring the continuance of any Event of 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 Eurocurrency Loans or Term SOFR 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 clause (h) pending application to any Eurocurrency Loans or Term SOFR Loans shall be held and applied to the satisfaction of such Eurocurrency Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein. (ix) Notwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to the control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and expenses the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect ofof such Asset Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow 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 or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans and in accordance with the Additional Notes, terms hereof (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andextent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2), then 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 or incurrence, incurrence toward the prepayment of the Loans as set forth in clause (g) of this Section 2.11. (b) Subject to clause (d) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be prepaid and the Commitments shall be reduced by Excess Cash Flow, an amount equal to the excess of (i) ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.3, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the Net 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 and (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments) made by the Borrower during the Specified Period for such Excess Cash Proceeds Flow Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of such receipt or incurrence, the Loans as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute 2.11. Each such prepayment shall be made on a consent date (an “Excess Cash Flow Application Date”) no later than (i) 10 Business Days after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the issuance of any equity securities by any entity whose equity securities Lenders or (ii) if such financial statements are pledged actually delivered prior to the date on which they are required to be delivered pursuant to Section 6.1(a), the Orders, or a consent to last Business Day of the incurrence calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of any Indebtedness by any Group Memberthis sentence). (bc) Unless the Required Lenders shall otherwise agreeSubject to clause (d) of this Section 2.11, if if, on any date date, the Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except for in excess of $5,000,000 in any fiscal year, then, unless no Default or Event of Default has occurred and is continuing and the Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (ia “Reinvestment Event”), then such Net Cash Proceeds shall be applied within five Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (B) at the Borrower’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis incurred (x) as Permitted First Priority Refinancing Debt or (y) pursuant to Section 7.2(b)(vi) (collectively, “Other Applicable Indebtedness”); provided that, notwithstanding the foregoing, on 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 sale extent to which a mandatory prepayment in respect of inventory 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 ordinary course holders of business and Other Applicable Indebtedness receiving in excess of their pro rata share (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then determined on the date basis of receipt by the aggregate outstanding principal amount of Term Loans and Other Applicable Indebtedness at such Group Member 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 Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the declined amount of such Net Cash ProceedsProceeds shall promptly (and, as 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 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 any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary (a “Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries (or foreign branches of Domestic Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the United States (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), 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 Section 2.5(c). The provisions of this Section 2.5 do 2.11 but may be retained by the applicable Foreign Subsidiary or branch so long, but only so long, as such applicable local law will not constitute a consent permit repatriation to the consummation United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax cost consequences), and once such repatriation of any Disposition of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not permitted by later than 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 6.42.11. (ce) In the event the aggregate amount of Revolving Loans, L/C Obligations and Swingline Loans then outstanding exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrower 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 shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.11 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 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 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 the Senior Notes and any other Indebtedness, any Declined Proceeds may be retained by the Borrower. The Borrower 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 setting forth in reasonable detail the calculation of the amount of such prepayment. (g) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.11 shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b); provided that at any time after the Term Loans have been repaid or prepaid in full, (i) the provisions of this sentence notwithstanding, any prepayments required by this Section 2.11 shall be applied first, to pay accrued and unpaid interest onprepay any outstanding Revolving Loans, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay Collateralize any outstanding Letters of Credit, in each case, without any reduction of the Loans, Revolving Commitments. The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (iii) third, except in the case of Revolving Loans that are ABR Loans (to the permanent reduction extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, issued by any Group MemberMember (other than (i) any Capital Stock issued to any Group Member or the Permitted Investors or (ii) any Replacement Equity), or any capital contribution is made to any Group Member (other than a capital contribution by any Group Member or the Permitted Investors), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and Incremental Term Loans as set forth in Section 4.2(e); provided, that, if (a) the Consolidated Leverage Ratio is equal to or less than 2.00:1.00 at the time of such issuance or capital contribution and immediately after giving effect thereto and (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom, then no such prepayment shall be required. (b) 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 or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans and Incremental Term Loans as set forth in Section 2.5(c4.2(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans Proceeds shall be prepaid applied on such date toward the prepayment of the Term Loans and Incremental Term Loans as set forth in Section 4.2(e); provided, that, notwithstanding the Commitments shall be reduced by foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and Incremental Term Loans as set forth in Section 2.5(c4.2(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) Amounts to If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2007, there shall be applied 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 Incremental Term Loans as set forth in connection with prepayments and Commitment reductions made Section 4.2(e); provided that any required prepayment pursuant to this Section shall 4.2(d) will be appliedreduced to the extent necessary so that, after giving effect to the prepayment (iif any) first, to pay accrued and unpaid interest on, and expenses in respect ofrequired under this Section 4.2(d), the Loans aggregate amount of cash and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion Cash Equivalents of the Commitment andBorrower and its Subsidiaries (other than any such cash or Cash Equivalents which are subject to a Lien permitted under Section 8.3 or constitute “restricted cash” in accordance with GAAP) as of the last day of the relevant fiscal year will not be less than $5,000,000. Each such prepayment shall

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agreeagree and without prejudice to Section 7.2, if any Extraordinary Receipt Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding 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 received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) 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 except for then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales (other than Asset Sales in connection with the ordinary course Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of business and the Borrower, (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the 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 Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash ProceedsProceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, 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 2.5(c2.12(d). The provisions 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 this (i) the date on which the financial statements of the Borrower referred to in Section 2.5 do not constitute a consent 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the consummation of any Disposition not permitted by Section 6.4Lenders and (ii) the date such financial statements are actually delivered. (cd) Amounts Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the Loans, (iii) third, Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the permanent reduction extent, if any, that the Total Revolving Extensions of any unused portion Credit exceed the amount of the Commitment andTotal Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be receivedissued, or Indebtedness is incurredincurred (excluding any Indebtedness incurred in accordance with Sections 7.2(a), except for Indebtedness permitted by Section 6.3(b), (c), (d), (e), (f)(i), (f)(ii), (g), (h), (i), (j), (k), (l) and (m) as in effect on the date of this Agreement), by the Borrower or any Group Memberof its Subsidiaries, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to (i) 50%, in the case of an issuance of Capital Stock or (ii) 100%, in the case of an incurrence of Indebtedness, of the amount of the Net Cash Proceeds of such receipt issuance or incurrence, as set forth in Section 2.5(c2.11(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the OrdersGuarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any Group Memberof its Subsidiaries. (b) 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 Sale, or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a respect thereof at least two Business Days prior lien or that are required to be paid to the holder date of a prior lienreceipt by the Borrower or such Subsidiary of such Net Cash Proceeds, other than a Primed Lien, then on the date of receipt by the Borrower or such Group Member Subsidiary of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.11(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the 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 2.1l(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.47.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to 50% of such Excess Cash Flow, as set forth in Section 2.1l(e). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than June 30 of the year following the fiscal year with respect to which such prepayment is made. (d) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive cash proceeds from any tax refund (not associated with any particular transaction or series of transactions) by a United States Governmental Authority in an amount, when aggregated with any other such refunds received prior to such date during the relevant fiscal year, exceeding $5,000,000 for such fiscal year (after giving effect to any tax payment to be made by the Borrower or such Subsidiary with respect to such refund), on the date of receipt by the Borrower or such Subsidiary of such proceeds, the Loans shall be prepaid by an amount equal to 100% of such proceeds, as set forth in Section 2.1l(e). (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, applied (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the prepayment of the Tranche B Term Loans and the Additional Notes, (ii) second, to repay the Loans, if (iiiA) thirdan Event of Default has occurred and is continuing and (B) no Tranche B Term Loans are outstanding, to the permanent prepayment of the Revolving Credit Loans (without any mandatory reduction of Revolving Credit Commitments), with any unused portion of excess amount following any such prepayments to be retained by the Commitment andBorrower.

Mandatory Prepayments and Commitment Reductions. (a) Unless Unless, with respect to the Term Loans or the U.S. Revolving Credit Facility, the U.S. Required Prepayment Lenders or, with respect to the Canadian Subfacility, the Canadian Required Prepayment Lenders shall otherwise agree, (x) if any Extraordinary Receipt Capital Stock shall be received, issued by Parent Borrower or any of its Subsidiaries (each an “Equity Issuance Prepayment Event”) and (y) if any Indebtedness is incurred, except for of the type referred to in clause (a) or (c) of the definition thereof set forth in Section 1.1. shall be incurred by Parent Borrower or any of its Subsidiaries (other than any Indebtedness permitted by Section 6.37.2) (each a “Debt Issuance Prepayment Event”), by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to (i) in the amount case of an Equity Issuance Prepayment Event, 50% of the Net Cash Proceeds thereof and (ii) in the case of such a Debt Issuance Prepayment Event, 100% of the Net Cash Proceeds thereof shall be applied promptly (and in any event, within three Business Days of the receipt or incurrencethereof) toward the prepayment of the Term Loans, the prepayment of the U.S. Revolving Loans and the prepayment of the Canadian Loans as set forth in Section 2.5(c2.9(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless Unless, with respect to the Term Loans or the U.S. Revolving Credit Facility, the U.S. Required Prepayment Lenders or, with respect to the Canadian Subfacility, the Canadian Required Prepayment Lenders, shall otherwise agree, if on any date Parent Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for then, unless a Reinvestment Notice shall be delivered promptly in respect thereof, such Net Cash Proceeds shall be applied promptly (and in any event within three Business Days of the receipt thereof) toward the prepayment of the Term Loans, the prepayment of the U.S. Revolving Loans and the prepayment of the Canadian Loans as set forth in Section 2.9(d); provided that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 ordinary course of business Parent Borrower and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceedsthe Term Loans, the prepayment of the U.S. Revolving Loans and the prepayment of the Canadian Loans as set forth in Section 2.5(c2.9(d). The provisions ; provided, further, that a Reinvestment Notice may not be provided in respect of this Section 2.5 do not constitute an Asset Sale consisting of a consent to the consummation of any Disposition not transaction permitted by Section 6.47.11. (c) Amounts Unless, with respect to the Term Loans or the U.S. Revolving Credit Facility, the U.S. Required Prepayment Lenders or, with respect to the Canadian Subfacility, the Canadian Required Prepayment Lenders, shall otherwise agree, if for any fiscal year of the Parent Borrower, commencing with the fiscal year ending December 31, 2006, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date (as defined below), apply 50% (if the Consolidated Total Leverage Ratio of Parent Borrower as of the end of such fiscal year is equal to or greater than 3.0 to 1.0), 25% (if the Consolidated Total Leverage Ratio of Parent Borrower as of the end of such fiscal year is less than 3.0 to 1.0 and equal to or greater than 2.50 to 1.0) or zero percent (0%) (if the Consolidated Total Leverage Ratio of Parent Borrower as of the end of such fiscal year is less than 2.50 to 1.0) of such Excess Cash Flow for such prior year toward the prepayment of the Term Loans, the prepayment of the U.S. Revolving Loans and the prepayment of the Canadian Loans as set forth in Section 2.9(d). Each such prepayment 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 referred to in Section 6.1(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) Unless otherwise agreed by the U.S. Required Prepayment Lenders or the Canadian Required Prepayment Lenders, as the case may be, amounts to be applied in connection with prepayments made pursuant to Section 2.9(a), 2.9(b) or 2.9(c) shall be applied, first, to the prepayment of the Term Loans (in each case pro rata to the remaining scheduled installments) until the Term Loans have been paid in full and, second, to prepay, pro rata, any outstanding U.S. Revolving Loans (in each case pro rata to each U.S. Lender in accordance with such Lender’s U.S. Revolving Percentage) and Commitment reductions any outstanding Canadian Loans (in each case pro rata to each Canadian Lender in accordance with such Lender’s Canadian Revolving Percentage) (without a corresponding commitment reduction of the U.S. Revolving Commitments or the Canadian Commitments) and, after all of the U.S. Revolving Loans and all of the Canadian Loans have been repaid, and to the extent of the balance of any excess remaining after the foregoing prepayments, the U.S. Borrowers shall cash collateralize outstanding U.S. L/C Obligations by depositing a corresponding amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the U.S. Lenders on terms and conditions satisfactory to the Administrative Agent and, to the extent of any excess remaining the Canadian Borrower shall cash collateralize outstanding Canadian L/C Obligations by depositing a corresponding amount in cash in a cash collateral account established with the Canadian Agent for the benefit of the Canadian Lenders on terms and conditions satisfactory to the Canadian Agent. To the extent there remains Net Cash Proceeds after the Canadian Letters of Credit have been cash collateralized, Borrower shall be entitled to retain such remaining Net Cash Proceeds. The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans in such manner as to minimize break funding costs set forth in Section 2.18. All prepayments made pursuant to this Section 2.9 shall be appliedmade without premium or penalty, (i) firstprovided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, Borrowers shall also pay amounts owing pursuant to pay accrued and unpaid interest on, and expenses in respect of, Section 2.18. Each prepayment of the Loans and under Section 2.9 (except in the Additional Notes, (ii) second, to repay the case of U.S. Revolving Loans that are ABR Loans, (iiiU.S. Swingline Loans or Canadian Loans that are C$ Prime Loans) third, shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, Incurred by any Group MemberMember (other than any Indebtedness permitted to be Incurred by any such Person in accordance with Section 7.2), then an amount equal to 100% of the Net Cash Proceeds within one (1) Business Day after the receipt of such proceeds, shall be applied on the date of such issuance or incurrence, Incurrence toward the prepayment of the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.11. (b) Unless Subject to clause (d) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the Required Lenders ECF Percentage for such period of such Excess Cash Flow minus (ii) $10,000,000 minus (iii) at the election of the Borrower Representative, 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 9.3, 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 (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments) (including pursuant to Section 2.23) 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) (including any “yanks” of non-consenting lenders thereunder) of Indebtedness (other than the Obligations) that constitutes First Lien Obligations or Junior Lien Obligations made by Top Borrower or any of its Restricted Subsidiaries, in the case of clauses (1) through (3) above, during the Excess Cash Flow Period or, at the election of the Borrower Representative in its sole discretion and without duplication with future periods, following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date (and including the amount of any such prepayments and repurchases made in any previous Excess Cash Flow Period and not applied with respect to such previous Excess Cash Flow Period or any successive previous Excess Cash Flow Period to reduce Excess Cash Flow payment obligations) shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of (A) the Loans as set forth in clause (g) of this Section 2.11 or, solely to the extent permitted by this section, (B) at the Borrower Representative’s option, the prepayment of outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. Any such amount of Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment is required under the terms of such Other Applicable Indebtedness (with any remaining Excess Cash Flow 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 Excess Cash Flow relative to Xxxx Xxxxxxx, in which case such Excess Cash Flow 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 Excess Cash Flow, the declined amount of such Excess Cash Flow 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 Excess Cash Flow would otherwise agreehave been required to be applied if such Other Applicable Indebtedness was not then outstanding). (c) Subject to clause (d) of this Section 2.11, if if, on any date date, the Top Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except in excess of $10,000,000 in any fiscal year, then, unless the Borrower Representative 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 (determined on a Pro Forma Basis as of the Test Period most recently ended prior to (x) at the time of the making of such prepayment or, at the Borrower Representative’s option, (y) at the time of receipt of Net Cash Proceeds) 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 Borrower Representative’s option 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); provided, further, that the Top Borrower may elect to deem expenditures that would otherwise be permissible reinvestments pursuant to this clause (c) that occur within 90 days prior to the actual receipt of Net Cash Proceeds from any Asset Sale or Recovery Event to have been reinvested in accordance with the provisions hereof so long as such expenditure has been made no earlier that the earliest of (1) notice to the Administrative Agent of such Asset Sale or Recovery Event (it being agreed that the Administrative Agent will not distribute such notice to the lenders until the occurrence of (2) or (3) as follows), (2) the execution of a definitive agreement for such Asset Sale or (3) the consummation of such Asset Sale or the occurrence of such Recovery Event. 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 (a), (b) and (c) above), to the extent that the Borrower Representative has determined in good faith that (i) any of or all the sale Net Cash Proceeds of inventory any Indebtedness described in clause (a) above or 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 ordinary course relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of business and the relevant directors), (ii) proceeds that are subject such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a prior lien material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries (including repatriation or distributions that are would be made through 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 paid applied to repay Loans at the holder times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences; (provided, however, that no such commercially reasonable actions shall be required to be taken later than twelve (12) months after the applicable Indebtedness Incurrence, Asset Sale, Recovery Event or (with respect to any such Excess Cash Flow) the last day of the applicable Excess Cash Flow Period)) provided, that for a prior lien, other than a Primed Lien, then on the date period of 365 days from receipt by such Group Member of such Net Cash Proceeds, if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be promptly affected and such distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term 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 promptly 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 E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be prepaid approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11 (other than prepayments pursuant to Section 2.11(a)), which notice must be received by the Administrative Agent 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. The Administrative Agent will promptly notify each applicable Lender of such notice. 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 Commitments shall Borrower Representative no later than (i) 5:00 p.m., New York City time on the date of such Xxxxxx’s receipt of such notice from the Administrative Agent, if such notice is received prior to 11:00 a.m., New York City time, and (ii) 12:00 p.m., New York City time on the date following such Xxxxxx’s receipt of such notice from the Administrative Agent, if such notice is received after 11:00 a.m. New York City time. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be reduced deemed an acceptance of such prepayment. Subject to any requirements of the Second Lien Facility or any other Indebtedness, any Declined Proceeds may be retained by an amount equal the Borrowers (such retained amount, the “Retained Declined Proceeds”). Each notice delivered pursuant to the first sentence of this clause (f) shall, as applicable, set forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute prepayment (including a consent to the consummation calculation of any Disposition not permitted by Section 6.4Asset Sale Percentage). (cg) Amounts to be applied in connection with any prepayments and Commitment reductions made pursuant to this Section 2.11 (other than Section 2.11(e)) shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis within any Class of Loans regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are 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, (i) firstif any prepayment of Term Benchmark 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 pay accrued 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 Term Benchmark 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 Term Benchmark Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Term Benchmark Loans have been prepaid. Upon the occurrence and unpaid interest on, and expenses in respect ofduring the continuance of any Event of Default, the Loans and the Additional Notes, Administrative Agent shall also be authorized (iiwithout any further action by or notice to or from any Borrower or any other Loan Party) second, to repay the Loans, (iii) third, apply such amount to the permanent reduction of any unused portion prepayment of the Commitment andapplicable Term Benchmark Loans in accordance with 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 Term Benchmark Loans shall be held and applied to the satisfaction of such Term Benchmark Loans prior to any other application of such amounts as may be provided for herein.

Mandatory Prepayments and Commitment Reductions. (a) Unless (i) Subject to the Required Lenders shall otherwise agreelast paragraph of this Section 5.02(a), if any Extraordinary Receipt shall be received, on or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on prior to the tenth (10th) Business Day after the date of such issuance or incurrenceon which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to the amount of the Net Cash Proceeds of such receipt or incurrence, be applied as set forth in Section 2.5(c5.02(a)(viiiix). The provisions of ; provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section do not constitute a consent 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is less than or equal to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien2.50:1.00, then on the date of receipt by such Group Member of such Net Cash Proceeds, Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the amount extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such Net Cash Proceedsfiscal year and before the applicable ECF Payment Date (provided, as set forth in Section 2.5(c). The provisions that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses provision in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andprior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, (i) if any Extraordinary Receipt Capital Stock shall be received, or Indebtedness is incurred, except for Indebtedness issued by the Borrower (other than Capital Stock to the extent the proceeds thereof are used to make a Restricted Payment permitted by Section 6.37.6(e)) or (ii) if any Indebtedness shall be incurred, by any Group MemberMember excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the Restatement Effective Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(y) and 7.2(g)(ii)), then on the date of such issuance or incurrence, the Term Loans shall be prepaid and prepaid, and/or the Commitments Revolving Credit Loans shall be reduced repaid, by an amount equal to to, in the amount case of an issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, reducing to 0.0% when the Consolidated Leverage Ratio as of the last day of the most recently completed fiscal quarter for which financial statements are available is equal to or less than 3.50:1.00, or in the case of Indebtedness, 100% of the Net Cash Proceeds, other than any Excluded Proceeds, of such receipt issuance or incurrence, as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the OrdersGuarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by WSCA, the Borrower or any Group Memberof its Subsidiaries. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Term Loans shall be prepaid and prepaid, and/or the Commitments Revolving Credit Loans shall be reduced repaid, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (excluding, for the avoidance of doubt, the Allied Asset Swap) and Recovery Events that may be excluded from the foregoing requirement pursuant to one or more Reinvestment Notices and pending reinvestment at any given time shall not exceed $25,000,000 and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.47.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005 there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid and/or the Revolving Credit Loans shall be repaid, by an amount equal to the ECF percentage of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment 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 6.1(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) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, first, to the prepayment of the Term Loans and, second, to the repayment of the Revolving Credit Loans, as provided in Section 2.18. Any repayment of Revolving Credit Loans pursuant to this Section 2.12 shall not result in a reduction of the Revolving Credit Commitments. (e) If at any time the Dollar Equivalent of the Canadian Revolving Credit Loans exceeds the aggregate Canadian Revolving Credit Commitments, WSCA shall repay such excess forthwith upon notice by the Canadian Agent. (f) Notwithstanding the foregoing, (i) firstupon its receipt of the proceeds of the Tranche D Term Loans, the Borrower shall apply a portion of such proceeds sufficient (a) to prepay in full the Existing Term Loans which are not being converted by Continuing Lenders into Tranche D Term Loans, (b) to pay all accrued and unpaid interest onand fees, if any, on all Existing Term Loans held by Original Lenders that are not Continuing Lenders, and expenses in respect of, (c) to pay to such Original Lenders that are not Continuing Lenders all other amounts then due and owing as a result of the Loans prepayment of such Original Lenders’ Existing Term Loans; and the Additional Notes, (ii) second, to repay the Loans, (iii) third, pay all other Obligations then due and owing to the permanent reduction of any unused portion of Original Lenders, in their capacity as such, under the Commitment andOriginal Credit Agreement.

Mandatory Prepayments and Commitment Reductions. (a) Unless The Borrower ----------------------------------------------- shall make mandatory prepayment of the Required Lenders shall otherwise agreeTerm Loan and permanent reductions in the Aggregate Total Commitment and the Aggregate Revolving Credit Commitment in amounts equal to the following: (i) commencing with the Borrower's fiscal year ending December 31, if any Extraordinary Receipt 2001, seventy five percent (75%) of the Excess Cash Flow for each fiscal year of the Borrower to be paid on or before the earlier of (A) the date on which the Agent receives the annual audit report required by Section 6.1(a) with respect to such fiscal year and (B) the date the Borrower is required to deliver such financial statements for such fiscal year; provided, however, ----------------- that no mandatory prepayment or Commitment reduction shall be receivedmade under this Section 2.9(a)(i) with respect to any fiscal year of the Borrower for which the year-end Total Leverage Ratio is less than 2.5 to 1.0; (ii) concurrently with the receipt thereof by the Borrower or any of its Subsidiaries, 100% of the aggregate Net Available Proceeds realized upon any Asset Disposition, to the extent the Net Available Proceeds realized for such Asset Disposition, when added to the Net Available Proceeds realized upon other Asset Dispositions in the same fiscal year of the Borrower exceed $500,000; provided, however, -------- ------- that no mandatory prepayment or Commitment reduction shall be made under this Section 2.9 to the extent that, the facts and amount of such Asset Dispositions are disclosed as required by Section 6.1(iv) and, within 360 days after the receipt of the Net Available Proceeds, the Borrower applies such Net Available Proceeds towards the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long- term assets, in each case, in the same or a similar line of business as the Borrower was engaged in on the date hereof; and (iii) concurrently with the receipt thereof by the Borrower or any Subsidiary of the Borrower, 100% of the net proceeds realized upon the sale or series of sales or issuance of (A) any common stock, preferred stock, partnership interest, limited liability company membership interest, warrant or other equity (whether through a public offering or a private sale) by the Borrower or such Subsidiary or (B) any Indebtedness is incurred, except for Indebtedness not permitted by Section 6.3, by any Group Member, then 6.11 (other than net proceeds resulting from the refinancing of the Senior Subordinated Notes on the date of such issuance or incurrence, the Loans shall be prepaid terms and the Commitments shall be reduced by an amount equal conditions satisfactory to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(cLenders). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless Mandatory prepayments payable under this Section 2.9 shall be applied to the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory extent thereof in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4.following order: (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses installments of the Term Loan due in respect of, the Loans and the Additional Notes, inverse order of maturity; and (ii) second, after payment in full of the Term Loan, then to repay the Loans, (iii) third, to the permanent reduction of any unused portion the Aggregate Revolving Credit Commitment. (c) Any prepayment of the Term Loan or any reduction in the Aggregate Revolving Credit Commitment andpursuant to this Section 2.9 or otherwise shall ratably reduce, as applicable, the amounts outstanding under the Term Loan Commitment and the Revolving Credit Commitment of each Lender.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be receivedincurred by Parent, Holdings or Indebtedness is incurred, except for the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by Section 6.39.3 other than (i) Section 9.3(a) (to the extent pertaining to any refinancing, refund, replacement or renewal of Indebtedness pursuant to the Loan Documents), (ii) Section 9.3(n)(i) (to the extent the Net Cash Proceeds of such Indebtedness are not applied by any Group Memberthe Borrower to purchase Tranche B Term Loans pursuant to an Auction as set forth in Section 5.19) and (iii) subclauses (ii) and (iii) of 9.3(n)), then then, on the date of such issuance or incurrence, incurrence the Tranche B Term Loans shall be prepaid and the Commitments shall be reduced prepaid, by an amount equal to the amount IP Percentage (or as set forth in Section 9.3(n)(ii)) of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c5.5(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if 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 except for (i) Event, the sale of inventory in Loans shall be prepaid, on or before the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on date which is five days following the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c5.5(d). The provisions ; provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under this Section 2.5 do not constitute 5.5(b) in respect of (i) the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale or Recovery Event in respect of which a consent Reinvestment Notice has been delivered (or is delivered within 30 days), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the consummation Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Recovery Event, as set forth in Section 5.5(d) and (ii) RP Eligible Proceeds, to the extent such RP Eligible Proceeds are used within 90 days of any the Disposition which is the source of such RP Eligible Proceeds to make a Restricted Payment permitted to be made under Section 9.6(h), in an aggregate amount not permitted by Section 6.4to exceed $300,000,000. (c) Subject to the last sentence of this paragraph, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Tranche B Term Loans shall be prepaid by an amount equal to 50% of such Excess Cash Flow during such fiscal year as set forth in Section 5.5(d). Each such prepayment shall be made on July 15 of the following fiscal year, beginning on July 15, 2012 (an “Excess Cash Flow Application Date”). (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Tranche B Term Loans, and expenses in respect of, the Loans and the Additional Notes, (ii) second, after the Tranche B Term Loans have been prepaid in full, to repay prepay the LoansRevolving Credit Loans and/or Swing Line Loans pro rata according to the respective Pro Rata Share of the relevant Lender (in each case without any corresponding reduction of the Commitments hereunder), (iii) third, to the permanent reduction prepayment of outstanding loans under the Second Lien Credit Agreement and fourth, to cash collateralize outstanding Letters of Credit. The application of any unused portion prepayment of Loans under any Facility pursuant to this Section shall be made, first, to Base Rate Loans under such Facility and, second, to Eurocurrency Loans under such Facility. Each prepayment of the Commitment andLoans under this Section (except in the case of Revolving Credit Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Pending the final application of Net Cash Proceeds, the Borrower may temporarily prepay outstanding Revolving Credit Loans and/or Swing Line Loans or otherwise make Permitted Investments. Notwithstanding any of the other provisions of this Section 5.5, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Loans is required to be made under this Section 5.5 prior to the last day of the Interest Period therefor and less than three months are remaining in such Interest Period, in lieu of making any payment pursuant to this Section 5.5 in respect of any such Eurocurrency Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made into a cash collateral account maintained with 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 the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 5.5. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 5.5.

Mandatory Prepayments and Commitment Reductions. (ai) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, issued or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (excluding any Indebtedness incurred in accordance with Section 7.2(a) through (i) and (k)), and after giving effect to such issuance or incurrence on a Pro Forma Basis, the Consolidated Senior Secured Leverage Ratio is greater than 3.0 to 1.0, then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrenceincurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d). (ii) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2(a) through (i) and (k)), and after giving to such issuance or incurrence on a Pro Forma Basis, the Loans shall be prepaid and the Commitments shall be reduced by Consolidated Senior Secured Leverage Ratio is greater than 2.5 to 1.0 but not greater than 3.0 to 1.0, then an amount equal to the amount 50% of the Net Cash Proceeds thereof shall be applied on the date of such receipt issuance or incurrence, incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c2.9(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans Proceeds shall be prepaid applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments shall be reduced by as set forth in Section 2.9(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c2.9(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, 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 Commitments 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 after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders (or such later date that is permitted by the Required Lenders) and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans in accordance with Section 2.15(b) and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving 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 then outstanding is less than the amount of such excess (iii) thirdbecause LC Exposure constitutes a portion thereof), the Borrower shall, to the permanent reduction 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 unused portion prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Commitment andLoans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and breakage payments to the extent required by Section 2.18.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale (other than a sale of Capital Stock of ACEP) or Recovery Event except for then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 3.2(b); provided that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 the ordinary course any fiscal year of business ACEP and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Loans as set forth in Section 2.5(c3.2(b). The provisions of this Section 2.5 do ; provided that any such prepayment shall not constitute a consent reduction of the Commitments. (b) The application of any prepayment pursuant to Section 3.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 3.2 shall be accompanied by accrued interest to the consummation date of any Disposition not permitted by Section 6.4such prepayment on the amount prepaid. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section Any reduction of the Commitments shall be appliedaccompanied by prepayment of the Loans to the extent, if any, that the Total Extensions of Credit exceed the amount of the Total Commitments as so reduced, provided that if the aggregate principal amount of Loans then outstanding is less than the amount of such excess (i) first, to pay accrued and unpaid interest on, and expenses in respect ofbecause L/C Obligations constitute a portion thereof), the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) thirdBorrower shall, to the permanent reduction of any unused portion extent of the Commitment andbalance 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 in an amount equal to 105% of such balance of such excess and otherwise on terms and conditions satisfactory to the Administrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agreeagree with the Borrower not to require such a prepayment of the Term Loans and the reduction of the Revolving Credit Commitments, if any Extraordinary Receipt Capital Stock shall be receivedissued (other than (i) the issuance of Capital Stock pursuant to the Warrant (as defined in the Acquisition Agreement as in effect on the date hereof) and (ii) the issuance by the Borrower of Capital Stock to outside directors, members of management or employees of the Borrower or any Subsidiary in the ordinary course of business the Net Cash Proceeds of which shall not exceed $5,000,000 in any fiscal year), or Indebtedness is incurred, except for by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by incurred in accordance with Section 6.3, by any Group Member, then 7.2 (other than Section 7.2(g) in respect of the initial issuance of the Senior Subordinated Notes)) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c2.10(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Prepayment Lenders shall otherwise agreeagree with the Borrower not to require such a prepayment of the Term Loans and the reduction of the Revolving Credit Commitments, 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 except for 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 Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(d); provided that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales that may be excluded from the foregoing requirements pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the ordinary course of business Borrower and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.10(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Unless the Required Prepayment Lenders shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans and the reduction of the Revolving Credit Commitments, 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 75% 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(d). 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 6.1(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) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.10 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving 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 Credit Loans then outstanding is less than the amount of such excess (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 unused portion prepayment pursuant to Section 2.10 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Commitment andLoans under Section 2.10 (except in the case of Revolving Credit Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if (i) any Extraordinary Receipt Capital Stock shall be receivedissued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Tranche D Term Loans on the last day of such period), or Indebtedness (ii) any Funded Debt is incurred, except for incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 6.3, by any Group Member7.2), then on the date of such issuance or incurrence, as the case may be, the Tranche D Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount 50% of the Net Cash Proceeds of such receipt issuance of Capital Stock or incurrence100% of the Net Cash Proceeds of such incurrence of Indebtedness, as set forth in Section 2.5(c)the case may be. The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the OrdersGuarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any Group Memberof its Subsidiaries. (b) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any Group Member other Loan Party shall receive Net Cash Proceeds from any Asset Sale (including any Disposition of any Capital Stock of any Subsidiary, whether by the issuer or the Loan Party that is the owner thereof, other than any such Disposition excluded from being an Asset Sale by the exclusions contained in the definition of “Asset Sale” in Section 1.1) or Recovery Event except for (i) the sale yielding Net Cash Proceeds in excess of inventory $5,000,000 then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on within three Business Days after the date of receipt by such Group Member Loan Party of such Net Cash Proceeds, the Tranche D Term Loans shall be prepaid and prepaid, and/or the Revolving Credit Commitments shall be reduced reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.12(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 the sum of (x) $20,000,000 in any fiscal year of the Borrower and (y) up to $15,000,000 during the term of this Agreement of Net Cash Proceeds from the Disposition of Non-Core Assets, (ii) on each Reinvestment Prepayment Date the Tranche D 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, as set forth in Section 2.12(d), and (iii) in any event the Tranche D Term Loans shall be prepaid and/or the Revolving Credit Commitments shall be reduced, by an amount equal to any Net Cash Proceeds of any Asset Sale, Recovery Event or other Disposition of property of any Loan Party that would otherwise be required to be used to prepay the Senior Subordinated Notes, on the date such prepayment of the Senior Subordinated Notes would otherwise be required to be made, as set forth in Section 2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.47.5. (c) Unless the Required Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2004, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Tranche D Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow. 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 date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12(b) shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Tranche D Term Loans until the Tranche D Term Loans are repaid in full and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or 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 Swing Line Loans then outstanding is less than the amount of such excess (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction of any unused portion extent of the Commitment andbalance 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 Secured Parties on terms and conditions reasonably satisfactory to the Administrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) Unless If at any time after the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by Closing Date any Group MemberMember receives any Net Cash Proceeds from the incurrence of any Indebtedness other than Excluded Indebtedness, then the Borrower shall prepay the Term Loans on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by receipt in an amount equal to the amount 100% of the such Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to (excluding Net Cash Proceeds received from the issuance of any equity securities by any entity whose equity securities are pledged pursuant Additional Notes to the Ordersextent used within 90 days thereafter to acquire, improve or repair fixed or capital assets useful in its business, to acquire a consent brand or trademark and related assets or to the incurrence of any Indebtedness by any Group Membercomplete a Permitted Acquisition). (b) Unless If at any time after the Required Lenders Closing Date Holdings or any Parent receives any Net Cash Proceeds from the issuance and sale of any Capital Stock or any equity contribution (excluding (i) proceeds from Capital Stock of Holdings or any Parent issued to employees or directors of any Parent, Holdings, the Borrower or any of the Borrower’s Subsidiaries pursuant to employee benefit plans, employment arrangements or director arrangements, (ii) any capital contribution to the extent made by Holdings or another Subsidiary of Holdings (it being understood and agreed that in no event shall otherwise agreethis clause (ii) exclude any proceeds received by Holdings from any capital contribution to it or any issuance of its equity), if (iii) proceeds received from the equity financing referred to in paragraph 5 of the Closing Certificate of the Borrower, (iv) proceeds received by Holdings or any Parent after the Closing Date from issuances of its equity to, or contributions received from, any Parent or any Permitted Investors or Permitted Transferees and (v) proceeds received by Holdings or any Parent after the Closing Date from issuances of its equity or contributions to the extent used within 90 days thereafter to finance a Permitted Acquisition), the Borrower shall prepay the Term Loans on the date of such receipt in an amount equal to 50% of such Net Cash Proceeds. (c) If at any date time after the Closing Date any Group Member shall receive receives any Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) in an amount exceeding $2,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the sale of inventory in Borrower shall prepay the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to Term Loans on the holder of a prior lien, other than a Primed Lien, then on third Business Day following the date of such receipt by such Group Member in an amount equal to 100% of such Net Cash ProceedsProceeds to the extent exceeding $2,000,000 in any fiscal year. If a Reinvestment Notice has been delivered in respect of any Asset Sale or Recovery Event, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent Reinvestment Prepayment Amount with respect to the consummation of any Disposition not permitted by Section 6.4relevant Reinvestment Event. (cd) Amounts If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005, there is any Excess Cash Flow, the Borrower shall prepay the Term Loans in an amount equal to the ECF Percentage of such Excess Cash Flow on or before the 105th day following the end of such fiscal year. (e) Mandatory prepayments of Term Loans shall be applied in connection with prepayments first to Base Rate Loans and Commitment reductions made pursuant then to this Section Eurodollar Loans and shall be applied, (i) first, to pay accompanied by accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless In the Required Lenders shall otherwise agreeevent the Consolidated Leverage Ratio then exceeds 3.00:1.00, if any Extraordinary Receipt Capital Stock shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, 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), then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount 50% of the Net Cash Proceeds thereof shall be applied toward the prepayment of such receipt or incurrence, the Term Loans as set forth in Section 2.5(c). The provisions 2.12(d) not later than the Business Day following receipt of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Membersuch Net Cash Proceeds. (b) Unless In the Required Lenders shall otherwise agreeevent the Consolidated Leverage Ratio then exceeds 3.00:1.00, if any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), 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 2.12(d) not later than the Business Day following receipt of such Net Cash Proceeds. (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (ithen, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d) not later than the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of Business Day following receipt by such Group Member of such Net Cash Proceeds; provided, that, notwithstanding the Loans foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall be prepaid not exceed $15,000,000 in any fiscal year of the Borrower and the Commitments shall be reduced by (ii) on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans as set forth in Section 2.5(c2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) Amounts to be applied in connection with prepayments and Commitment reductions made The application of any prepayment pursuant to this Section 2.12 shall be appliedmade, (i) first, to pay accrued and unpaid interest onABR Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to Eurodollar Loans, in each case in accordance with Section 2.18(b). Each prepayment of the Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) 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 Loans, (iii) thirdaggregate outstanding Revolving Loans or reimburse any drawings under Letters of Credit, to the permanent reduction 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 unused portion drawings under Letters of Credit, the Commitment andBorrower 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) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt ----------------------------------------------- Indebtedness shall be receivedincurred by Holdings, the Borrower or any of their respective Subsidiaries (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 incurrence toward the reduction of the Commitments. (b) If any Capital Stock shall be issued by Holdings, the Borrower or any of their respective Subsidiaries, an amount equal to 50% of the Net Cash Proceeds thereof (excluding such Net Cash Proceeds received (i) from intercompany capital contributions made by Holdings, the Borrower or any of their respective Subsidiaries, (ii) from the Permitted Investors (other than Xxxxxxxx Street Partners except to the extent its contribution is made on a pro --- rata basis), (iii) by Holdings, the Borrower or any of their respective ---- Subsidiaries as payment for any shares of Capital Stock of Holdings, the Borrower or any of their respective Subsidiaries purchased by, or Indebtedness is incurredthe exercise price under any option for any shares of Capital Stock of Holdings, except the Borrower or any of their respective Subsidiaries held by, any officer, director or employee or consultant of Holdings, the Borrower or any of their respective Subsidiaries and (iv) by Holdings or the Borrower as consideration for Indebtedness permitted by Section 6.3shares of Capital Stock issued in connection with a Permitted Acquisition, by any Group Member, then provided that the aggregate Net Cash Proceeds which may be excluded under this Agreement pursuant to clause (iv) shall not exceed $20,000,000) shall be applied on the date of such issuance or incurrencetoward the reduction of the Commitments; provided, the Loans shall be prepaid and the Commitments that -------- such percentage shall be reduced by an amount equal to 25% if the amount Consolidated Total Debt Ratio immediately prior to giving effect to such application (determined as at the end of the Net Cash Proceeds most recent period of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do four consecutive fiscal quarters for which the relevant financial information is available) is not constitute a consent greater than 3.50 to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member1.0. (bc) Unless the Required Lenders shall otherwise agree, if If on any date Holdings, the Borrower or any Group Member of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the sale aggregate Net Cash -------- Proceeds of inventory Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $750,000 in any fiscal year of the ordinary course of business Borrower and (ii) proceeds 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 reduction of the Commitments. (d) If on any date Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the aggregate Net -------- Cash Proceeds of Recovery Events that are subject may be excluded from the foregoing requirement pursuant to a prior lien or that Reinvestment Notice shall not exceed $1,500,000 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 reduction of the Commitments. (e) If, for any fiscal year of the Borrower there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay the Loans in an amount equal to the ECF Percentage of such Excess Cash Flow. Each such prepayment 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 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be paid delivered to the holder of a prior lien, other than a Primed Lien, then on Lenders and (ii) the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the financial statements are actually delivered. (f) The Tranche A Commitments shall automatically be reduced by $250,000 on the last day of each calendar quarter, commencing on March 31, 2002. (g) Any Commitment reductions made pursuant to Section 2.6 shall be applied to the Tranche A Commitments until the Tranche A Termination Date and, except in the case of paragraph (f), shall thereafter be applied to the Tranche B Commitments. Any such Commitment reductions shall be permanent and shall be accompanied by prepayment of the relevant Loans to the extent, if any, that the relevant Total Extensions of Credit exceed the amount of the relevant Total Commitments as so reduced, provided that, in the case of the Tranche A -------- Commitments, if the aggregate principal amount of Tranche A 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 Tranche A Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. (h) If on any date the Total Tranche A Extensions of Credit exceed the lesser of (i) the Borrowing Base then in effect and (ii) the Total Tranche A Commitments, the Borrower shall on such date prepay the Tranche A Loans in an amount equal to the amount of such Net Cash Proceedsexcess, as set forth in Section 2.5(c). The provisions provided that if the aggregate -------- principal amount of this Section 2.5 do not Tranche A Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a consent portion thereof), the Borrower shall, to the consummation extent of any Disposition not permitted by Section 6.4the 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 Tranche A Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. (ci) Amounts Notwithstanding anything to the contrary in this Agreement, if any Participation Agreement provides that amounts received in respect of the relevant participated Loans may not be applied in connection respect of such Loans but shall instead be applied as provided in this Agreement, the Administrative Agent shall, to the extent it receives any such amounts (and each Lender agrees to remit any such amounts received by it to the Administrative Agent), apply such amounts, first, to prepay the Tranche A Loans and accrued interest thereon, ----- second, to pay any fees then due and owing under Section 2.3(a) or 3.3(a), ------ third, to the extent of any L/C Obligations then outstanding, to be deposited in ----- a cash collateral account established with prepayments the Administrative Agent for the benefit of the Tranche A Lenders on terms and Commitment reductions made conditions reasonably satisfactory to the Administrative Agent, fourth, to pay any other amounts owing by the ------ Borrower to the Administrative Agent and the Lenders, allocated ratably among them, and, fifth, subject to the occurrence of the Tranche A Termination Date, ----- to prepay the Tranche B Loans and accrued interest thereon. (j) The application of any prepayment pursuant to this Section 2.6 shall be appliedmade, (i) first, to pay accrued and unpaid interest onABR Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay Eurodollar Loans. Each ----- ------ prepayment of the Loans, (iii) third, Loans under this Section 2.6 shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, issued by any Group MemberMember (other than (i) any Capital Stock issued to any Group Member or the Permitted Investors, then (ii) any Replacement Equity, or (iii) so long as (A) the Consolidated Leverage Ratio at such time and after giving effect thereto is equal to or less than 3.25 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom, any issuance of common stock of the Borrower to the extent the Net Cash Proceeds thereof are used to concurrently permanently prepay (x) the Second Lien Term Loans or any Permitted Refinancing Indebtedness incurred pursuant to Section 8.2(b) (with the amount of any mandatory prepayment of the Term Loans or reduction of Revolving Commitments that would otherwise have been required pursuant to this Section 4.2(a) as a result of the receipt of such Net Cash Proceeds to be reduced by the amount of any prepayment of Second Lien Term Loans) or (y) the Subordinated Loans or any Permitted Refinancing Indebtedness incurred pursuant to Section 8.2(c)), or any capital contribution is made to any Group Member (other than a capital contribution by any Group Member or the Permitted Investors), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(e); provided, that, if a Default exists at the time Net Cash Proceeds are received by the Borrower, but such Default is cured before it becomes an Event of Default, such Default shall not operate to prohibit the application of such Net Cash Proceeds as specified in clause (iii) above once such Default has been cured; provided, further, that during the continuance of such Default prior to the time such Default becomes an Event of Default, such Net Cash Proceeds shall be deposited and maintained in a segregated account with the Administrative Agent and shall not be required to be used for the repayment of the Term Loans or the reduction of the Revolving Commitments during such time notwithstanding any provision of this Section 4.2(a) to the contrary. (b) 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 or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Commitments as set forth in Section 2.5(c4.2(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans Proceeds shall be prepaid applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments shall be reduced by as set forth in Section 4.2(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c4.2(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2006, 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 Commitments as set forth in Section 4.2(e); provided that any required prepayment pursuant to this Section 4.2(d) will be reduced to the extent necessary so that, after giving effect to the prepayment (if any) required under this Section 4.2(d), the aggregate amount of cash and Cash Equivalents of the Borrower and its Subsidiaries (other than any such cash or Cash Equivalents which are subject to a Lien permitted under Section 8.3 (other than Section 8.3(b)) or constitute “restricted cash” in accordance with GAAP) as of the last day of the relevant fiscal year will not be less than $5,000,000. 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 7.1(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. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 4.2 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans, and expenses in second, unless the Majority Facility Lenders with respect ofto the Revolving Facility shall agree otherwise, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and 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 equal to 105% of the Stated Amount of the Letters of Credit 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 the Additional Notesand, (ii) second, to repay 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, (iii) third, shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if any Extraordinary Receipt Capital Stock shall be receivedissued (excluding (i) Capital Stock issued to employees of TTPC or its Subsidiaries so long as the aggregate amount of net cash proceeds therefrom does not exceed $5,000,000, (ii) Capital Stock (consisting of treasury stock that was purchased by TTPC from the Sponsors) sold to senior management of TTPC as part of the Management Investment and (iii) Capital Stock (consisting of treasury stock that was purchased from senior management or employees) sold to other senior management or employees), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group MemberLoan Party or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Sections 7.2(a)-(h), then (j) and (k) as in effect on the date of this Agreement), an amount equal to, in the case of the issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, or, in the case of the incurrence of Indebtedness, 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if on any date any Group Member Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for 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 Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Recovery Events 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 ordinary course of business Borrower and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003 (for the period from the Closing Date to December 31, 2003), 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 2.12(d). 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 6.1(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) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments and, (iii) third, to the permanent Borrower or such other Person as shall be lawfully entitled thereto. Any such reduction of any unused portion the Revolving Credit Commitments shall be accompanied by prepayment of the Commitment Revolving Credit Loans and/or 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 Swing Line Loans then outstanding is less than the amount of 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 immediately available funds in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent (and each of TTPC, LP and the Borrower hereby grants 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 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 2.11 and this Section 2.12 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans; provided that if no Default or Event of Default has occurred and is continuing and solely on terms and conditions acceptable to the Administrative Agent, the Borrower shall be entitled to temporarily place any amounts payable pursuant to this Section 2.12 in a cash collateral account to minimize the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Loans under Section 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 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) Unless Subject to clause (e) below, if, after the Required Lenders shall otherwise agreeClosing Date, if (i) any Extraordinary Receipt Capital Stock shall be receivedissued by the Borrower or any of its Subsidiaries (other than Excluded Capital Stock), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount 50% of the Net Cash Proceeds of such receipt or incurrence, issuance shall be applied on the date of such issuance toward the prepayment of the Loans as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, 4.8(b) or a consent to the incurrence of (ii) any Indebtedness shall be incurred by the Borrower or any Group Memberof its Subsidiaries (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds of such incurrence shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 4.8(b). (b) Unless the Required Lenders shall otherwise agreeSubject to clause (e) below, 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 except for which occurs after the Closing Date, then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied within three Business Days after receipt of such Net Cash Proceeds toward the prepayment of the Loans as set forth in Section 4.8(b); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 ordinary course of business Borrower and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net the Loans as set forth in Section 4.8(b). (c) Subject to clause (e) below, if, for any full fiscal year of the Borrower commencing with the fiscal year ending on or about December 31, 2010, there shall be more than $5,000,000 of Excess Cash ProceedsFlow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Loans, as set forth in Section 2.5(c4.8(b), an amount equal to: (1) the ECF Percentage of such Excess Cash Flow minus (2) the aggregate amount of all optional prepayments of Loans during such fiscal year pursuant to Section 4.1 hereof and (3) all optional prepayments of First Lien Loans during such fiscal year (provided that, in the case of an optional prepayment of a revolving credit loan under the First Lien Credit Agreement, such optional prepayment resulted in a corresponding permanent reduction in the Revolving Commitments (as defined in the First Lien Credit Agreement) or such prepayment represented a prepayment of revolving credit loans under the First Lien Credit Agreement to finance Restricted Payments made pursuant to Section 8.6(i) of the First Lien Credit Agreement). The provisions Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of this (i) the date on which the financial statements of the Borrower referred to in Section 2.5 do not constitute a consent 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the consummation of any Disposition not permitted by Section 6.4Lenders and (ii) the date such financial statements are actually delivered. (cd) Amounts to be applied in In connection with any mandatory prepayments and Commitment reductions made by the Borrower of the Loans pursuant to this Section 4.2, such prepayments shall be appliedapplied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, (i) first, in each case in a manner that minimizes the amount of any payments required to pay accrued and unpaid interest on, and expenses in respect of, be made by the Borrower pursuant to Section 4.11. Each prepayment of the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, under this Section 4.2 shall be accompanied by accrued interest to the permanent reduction date of any unused portion such prepayment on the amount prepaid. (e) Anything contained herein to the contrary notwithstanding, no mandatory prepayment of Loans under this Section 4.2 shall be required with respect to the Commitment andFacility until the First Priority Obligations Payment Date (as defined in the Intercreditor Agreement).

Mandatory Prepayments and Commitment Reductions. (a) Unless the ----------------------------------------------- Required Prepayment Lenders shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be receivedissued, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3the Company or any of its Subsidiaries, by any Group Member, then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c3.5(d). The provisions ; provided that no such prepayment or reduction shall be required with -------- respect to (i) any Indebtedness incurred in accordance with Section 8.2, (ii) Designated Equity Amounts, (iii) Capital Stock issued in connection with the Company's stock plans or arrangements for directors and employees of this Section do not constitute a consent the Company and its Subsidiaries or (iv) Capital Stock issued to the issuance of Company or any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group MemberWholly- Owned Subsidiary. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for 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 Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 3.5(d); provided, -------- that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory in Asset Sales and Recovery Events that may be subject to the ordinary course of business exclusion from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 at any one time and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c3.5(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company commencing with the fiscal year ending March 31, 1999, there shall be Excess Cash Flow, the Company 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 3.5(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application ---------------------------- Date") no later than fifteen days after the earlier of (i) the date on which the ---- financial statements of the Company 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 (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 3.5 shall be applied, (i) first, to pay accrued and unpaid interest on----- the prepayment of the Term Loans and, and expenses in respect ofsecond, to reduce permanently the ------ Revolving Credit Commitments. Subject to Section 3.11(d), any such prepayments of the Term Loans shall be applied to the Tranche A Term Loans and the Additional NotesTranche B Term Loans pro rata according to the respective outstanding principal amounts --- ---- thereof held by the Term Loan Lenders with such amounts applied to reduce the then remaining installments of the respective Term Loans pro rata based upon the --- ---- then remaining principal amount thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or 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 Swing Line Loans then outstanding is less than the amount of such excess (ii) secondbecause L/C Obligations constitute a portion thereof), to repay the Loans, (iii) thirdCompany shall or shall cause the Borrowing Subsidiaries to, to the permanent reduction 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 under the relevant Facility on terms and conditions satisfactory to the Administrative Agent. The application of any unused portion prepayment pursuant to Section 3.5 shall be made first to Base Rate Loans and Foreign Alternate Rate Loans, ratably based on the outstanding principal amounts thereof, and second to Eurocurrency Loans. Each prepayment of the Commitment andLoans under Section 3.5 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Subject to the foregoing, amounts prepaid pursuant to this Section 3.5 need not be applied to prepay the Tranche A Term Loans owing in any particular currencies but rather shall be applied against any such amounts owing in any such currencies as the Company shall elect.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agreeagree and without prejudice to Section 7.2, if any Extraordinary Receipt Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding 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 received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) 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 except for then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales (other than Asset Sales in connection with the ordinary course Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of business and the Borrower, (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the 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 Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash ProceedsProceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, 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 2.5(c2.12(d). The provisions 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 this (i) the date on which the financial statements of the Borrower referred to in Section 2.5 do not constitute a consent 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the consummation of any Disposition not permitted by Section 6.4Lenders and (ii) the date such financial statements are actually delivered. (cd) Amounts Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or 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 Swing Line Loans then outstanding is less than the amount of such excess (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent 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 shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of any unused portion Commitments pursuant to this Section, and the rights of the Commitment andLenders in respect thereof, are subject to the provisions of Section 2.18.

Mandatory Prepayments and Commitment Reductions. (a) Unless If at any time the Required aggregate Revolving Credit Exposures of all Lenders exceed the Aggregate Commitment Amount at such time, the Borrower shall otherwise agreeimmediately prepay Loans in an aggregate amount equal to such excess. (b) Subject to Section 2.10(f), in the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event of any type described in clause (a) or clause (b) of the definition of the term "Prepayment Event", the Borrower shall, within five Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to the Apportioned Amount of such Net Proceeds; provided, however, that (i) in the case of a "Prepayment Event" of -------- ------- the type described in clause (a) of the definition of the term "Prepayment Event" with respect to Mortgaged Retail Properties, if any Extraordinary Receipt the Borrower shall deliver, within such five Business Days, to the Administrative Agent a certificate of the Borrower to the effect that the Borrower and its Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof as specified in such certificate) within 180 days after receipt of such Net Proceeds, to purchase a new Mortgaged Retail Property of equal or greater value to replace such Mortgaged Retail Property in compliance with the requirements of Section 5.11(c) and certifying that no Default or Event of Default has occurred --------------- and is then continuing or (ii) in the case of a "Prepayment Event" of the type described in clause (b) of the definition of the term "Prepayment Event," if the Borrower shall deliver, within such five Business Days, to the Administrative Agent a certificate of the Borrower to the effect that the Borrower and its Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof as specified in such certificate), within 180 days after receipt of such Net Proceeds, to repair or replace all or a portion of the Mortgaged Property affected thereby and certifying that no Default or Event of Default has occurred and is then continuing, then in each case no Prepayment shall be received, required pursuant to this Section 2.10(b) in respect of the Net Proceeds from such ---------------- Prepayment Event (or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date portion of such issuance or incurrenceNet Proceeds specified in such certificate, if applicable), provided, however, that if by the end of any such -------- ------- 180-day period described in the preceding clauses (i) and (ii), (x) any such Net Proceeds therefrom have not been so applied, prepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied, and (y) in the case of any proposed purchase of a new Mortgaged Retail Property, the Loans Borrower shall have failed to satisfy the requirements of Section 5.11(c) in --------------- respect of such new Mortgaged Retail Property within such 180 day period, prepayment shall be prepaid and the Commitments shall be reduced by required at such time in an amount equal to the Apportioned Amount of the Net Proceeds initially received by the Borrower or any Subsidiary. (c) Subject to Section 2.10(f), in the event and on each occasion that any --------------------------- Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event of the type described in clause (c) of the definition of the term "Prepayment Event", the Borrower shall, within two Business Days after such Net Proceeds are received, prepay Loans) in an aggregate amount equal to, fifty percent (50%) of the Apportioned Amount of such Net Proceeds; provided, however, the Borrower shall not be required to make -------- ------- aggregate prepayments pursuant to this Section 2.10(c) which, when aggregated with the maximum amount of all prepayments required to be made by the Borrower pursuant to Section 2.12(c) of the 3-Year Credit Agreement, exceed $100,000,000. -------------- (d) The Borrower agrees to pay all accrued and unpaid interest on all amounts prepaid pursuant to the requirements of this Section 2.10, together with ------------ any amounts due in respect of such prepayment pursuant to Section 2.17. Each ------------- prepayment to be applied under this Agreement shall be applied ratably first to the Base Rate Loans to the full extent thereof, and thereafter to Eurodollar Loans to the full extent thereof. All payments pursuant to this Section 2.10 and ------------ Section 2.12 of the 3-Year Credit Agreement shall be applied on a pro rata basis between such Related Revolving Credit Facilities. (e) The Borrower shall give written notice (or telephonic notice promptly confirmed in writing) of any prepayment required by this Section 2.10 to the ------------ Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon (Atlanta, Georgia time) not less than three Business Days prior to the date of any prepayment, and (ii) in the case of prepayment of any Base Rate Borrowing, 12:00 noon (Atlanta, Georgia time) not less than one Business Day prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of any such prepayment. If such notice is given, the aggregate amounts specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.11(c); provided, that if any Eurodollar Borrowing is -------------- prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section ------- 2.17. ---- (f) Immediately upon the occurrence of any Prepayment Event, the Aggregate Commitments of the Lenders shall automatically be reduced, on a pro rata basis, in an amount equal to the maximum aggregate prepayments required to be made pursuant to this Section 2.10 in respect of such Prepayment Event, or that would be required to be made in respect of such Prepayment Event pursuant to this Section 2.10 if there were Loans outstanding at such time in excess of such ------------- maximum required amount; provided that no prepayment below the then reduced -------- amount of the Net Cash Proceeds Aggregate Commitments shall be required to the extent that, immediately after giving effect to the reduction of such receipt the Aggregate Commitments pursuant to this Section 2.10(f), no Default or incurrence, Event of Default shall have ---------------- occurred or then be continuing and all other conditions for Borrowing as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans 3.2 shall be prepaid and satisfied so as to entitle the Borrower to borrow ----------- at such time at least $1 under the Aggregate Commitments shall be reduced by an amount equal to in accordance with the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andterms hereof..

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Majority Facility Lenders with respect to each Facility shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be receivedissued (other than (i) as consideration, or to the extent issued for cash to be used exclusively for consideration, for an acquisition permitted by Section 7.8(h) and (ii) to directors and employees of, and consultants to, the Borrower and its Subsidiaries in connection with their exercise of stock options), or Indebtedness is incurred, except for by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by incurred in accordance with Section 6.37.2 as in effect on the date of this Agreement), by any Group Memberan amount equal to 50%, then in the case of Capital Stock, or 100%, in the case of Indebtedness of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c2.12(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required 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 except for 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 Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 ordinary course of business Borrower and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.12(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or 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 Swing Line Loans then outstanding is less than the amount of such excess (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 unused portion prepayment pursuant to Section 2.12 shall be made first to Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Commitment andLoans under Section 2.12 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (d) In lieu of making any prepayment otherwise required to be made pursuant to Section 2.12(a) in respect of any Eurodollar Loan on a day that is not the last day of an Interest Period then in effect with respect to such Eurodollar Loan, the Borrower at its option may, so long as no Default or Event of Default shall have occurred and be continuing, deposit with the Administrative Agent an amount equal to the amount of such Eurodollar Loan to be prepaid, and such Eurodollar Loan shall not be prepaid until the last day of such Interest Period in the required amount (other than as provided for in the last sentence of this Section 2.12(d)). Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest (for the account of the Borrower) at the then customary rate for accounts of such type. Such deposit shall cash collateralize the Obligations, provided, however, that the Borrower may at any time direct that such deposit be applied to make the applicable prepayment required pursuant to Section 2.12, subject to the provisions of Section 2.21 and subject to any penalties that may be applicable to the early withdrawal of such time deposit.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be receivedissued, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group MemberMember (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), then on the date of such issuance or incurrence, the Term Loans shall be prepaid and prepaid, and/or the Revolving Credit Commitments shall be reduced reduced, by an amount equal to the amount of the Net Cash Proceeds Proceeds, other than any Excluded Proceeds, of such receipt issuance or incurrence, as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the OrdersGuarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by CERI, the Borrower or any Group Memberof its Subsidiaries. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member CERI, the Borrower of such Net Cash Proceeds, the Term Loans shall be prepaid and prepaid, and/or the Revolving Credit Commitments shall be reduced reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.12(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 one or more Reinvestment Notices shall not exceed $7,500,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date 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, as set forth in Section 2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.47.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if the Borrower determines that any of the Remaining Allied Assets set forth on Annex I to the Escrow Agreement will not be acquired on or prior to January 31, 2004 or if any such Remaining Allied Assets are not acquired on or prior to January 31, 2004, then on such date of determination, or February 1, 2004, as applicable, the Term Loans shall be prepaid and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the purchase price allocated to such Remaining Allied Assets on Annex I to the Escrow Agreement; it being understood that such prepayment shall be made from the proceeds of amounts entitled to be released pursuant to the terms of the Escrow Agreement. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) thirdFIRST, to the permanent prepayment of the Term Loans, SECOND, to reduce permanently the Revolving Credit Commitments and, THIRD, to reduce permanently any unfunded, unexpired and unterminated Tranche B Term Loan Commitments. Any such reduction of any unused portion the Revolving Credit Commitments shall be accompanied by prepayment of the Commitment andRevolving Credit Loans and/or 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 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 Secured Parties on terms and conditions satisfactory to the Administrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock or Indebtedness shall be receivedissued or Incurred by the Borrower or any of its Subsidiaries (excluding any Permitted Issuance and any Incurrence of Indebtedness (other than the Senior Subordinated Notes) in accordance with subsection 7.2 as in effect on the date of this Agreement), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrenceIncurrence toward the prepayment of the Term Loans and to the extent of any excess to the prepayment of the Revolving Credit Loans and, with respect to the Incurrence of any such Indebtedness, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(csubsection 2.9(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if 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 except for then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied, within five Business Days after such date, toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in subsection 2.9(e); provided, that, none of the Net Cash Proceeds of Asset Sales may be excluded from the foregoing requirement pursuant to a Reinvestment Notice to the extent of any Term Loans then outstanding; and provided, further, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice (x) with respect to the acquisition of a new Station contemplated by subsection 7.5(h) shall not exceed $90,000,000 and (y) with respect to the acquisition of other assets useful in the ordinary course Borrower's or any of business its Subsidiaries' business, shall not exceed in any fiscal year of the Borrower $200,000 and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceedsthe Term Loans and the Revolving Credit Loans and, under certain circumstances, to the reduction of the Revolving Credit Commitments as set forth in Section 2.5(csubsection 2.9(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 1997, 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 Revolving Credit Loans (but not the reduction of the Revolving Credit Commitments) as set forth in subsection 2.9(e) and the definition of "ECF Percentage". Each such prepayment 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 subsection 6.1(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) On the date the Borrower receives the Capital Contribution, the Borrower shall apply 100% of the amount of the Capital Contribution toward the prepayment of the Term Loans and the Revolving Credit Loans (but not the reduction of the Revolving Credit Commitments) as set forth in subsection 2.9(e). (e) The amount of the Capital Contribution to be applied in connection with prepayments and Commitment reductions made pursuant to this Section subsection 2.9(d) shall be appliedapplied first, to the prepayment of the Term Loans and, second, to the prepayment of the Revolving Credit Loans but not to reduce the Revolving Credit Commitments (except in the event of a bankruptcy, insolvency or similar condition of Holdings or the Borrower, in which case the Capital Contribution shall be applied ratably to the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments based on the respective amounts thereof. Each of (i) the Excess Cash Flow to be applied pursuant to subsection 2.9(b) and (ii) the Net Cash Proceeds of the Senior Subordinated Notes to be applied pursuant to subsection 2.9(a), shall be applied first, to pay accrued and unpaid interest on, and expenses in respect of, the prepayment of the Term Loans and the Additional Notes, (ii) second, to repay the Loansprepayment of any outstanding Revolving Credit Loans but not to reduce the Revolving Credit Commitments. Subject to subsection 2.9(b), 100% of the Net Cash Proceeds of any Asset Sale or Recovery Event shall be applied first, to the prepayment of the Term Loans and to the extent of any excess, second, unless a Reinvestment Notice shall be delivered in respect thereof (iiiin which case the terms of subsection 2.9(b) thirdshall apply), to the permanent reduction of any unused portion the Revolving Credit Commitments and the prepayment of the Commitment andRevolving Credit Loans. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving 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 subsection 2.9 shall be made first to ABR Loans and second to Eurodollar Loans. Amounts prepaid on account of the Term Loans shall be applied ratably to the then remaining number of installments thereof and may not be reborrowed. Any such permanent reductions of the Revolving Credit Commitments shall be applied ratably to the then remaining number of scheduled reductions of the Revolving Credit Commitments as set forth in subsection 2.7(b).

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (excluding any Indebtedness permitted in accordance with Section 7.2), then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c2.11(d). The provisions of ; provided that prepayments pursuant to this Section do not constitute a consent to the issuance of any equity securities 2.11(a) shall be accompanied by any entity whose equity securities are pledged fees payable with respect thereto pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group MemberSection 2.10(b). (b) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for in excess of $15,000,000 individually or in any series of related transactions or $30,000,000 in the aggregate in any fiscal year, such Net Cash Proceeds shall be applied within ten (10) Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, the Borrower may reinvest the Net Cash Proceeds in the business of the Borrower or any of its Restricted Subsidiaries within (i) 12 months following the sale receipt of inventory in the ordinary course of business and such Net Cash Proceeds or (ii) proceeds 18 months following the receipt of such Net Cash Proceeds in the event that the Borrower or any of its Restricted Subsidiaries shall have entered into a binding commitment within 12 months following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the business of the Borrower or any of its Restricted Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are subject to a prior lien or that are required no longer intended to be paid to the holder of a prior lienreinvested or are not reinvested within such 12- or 18-month period, other than a Primed Lienas applicable, then such Net Cash Proceeds shall be applied on the date fifth Business Day after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 12- or 18-month period, as applicable, toward the prepayment of receipt by such Group Member the Term Loans as set forth in Section 2.11(d) (it being understood and agreed that pending the reinvestment of such Net Cash Proceeds, such Net Cash Proceeds shall be held by the applicable Group Member and available for general working capital purposes); 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”) and the Borrower has not reinvested such Net Cash Proceeds as contemplated by this Section 2.11(b), 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 Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans as set forth in Section 2.11(d) the excess of (x) the ECF Percentage of such Excess Cash Flow over (y) solely to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all optional prepayments of Term Loans made during such Excess Cash Flow Period, or, without duplication across periods, after such Excess Cash Flow Period and prior to the relevant Excess Cash Flow Application Date, is due pursuant to Section 2.10, prepayments of ABL Loans to the extent accompanied by a permanent reduction of the ABL Commitments and any other voluntary prepayment of Pari Passu Secured Indebtedness, plus the aggregate amount of all Loan purchases made during such Excess Cash Flow Period pursuant to Section 2.25 (provided that the aggregate amount of any such purchase shall be the amount of the Borrower’s cash payment in respect of such purchase), and provided further that if such amount does not exceed $1,000,000, then no such payment will be required. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Excess Cash Flow Period 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) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to this Section 2.11 shall be made first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.11 shall be prepaid 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 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 and shall increase the Declined Amount as provided in the definition thereof. (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 Commitments 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 reduced by 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 (after giving effect to the reinvestment period therefor) (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 ProceedsProceeds 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, as set forth in Section 2.5(cless 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). The . (g) Notwithstanding any of the other provisions of this Section 2.5 do not constitute a consent 2.11, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Loans is required to be made under this Section 2.11, prior to the consummation last day of the Interest Period therefor, in lieu of making any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made payment pursuant to this Section 2.11 in respect of any such Eurodollar Loans prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a blocked account at the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be applied, authorized (iwithout any further action by or notice to or from the Borrower or any other Loan Party) first, to pay accrued apply such amount to the prepayment of such Loans in accordance with this Section 2.11. Upon the occurrence and unpaid interest on, and expenses in respect ofduring the continuance of any Event of Default, the Loans and Administrative Agent shall also be authorized (without any further action by or notice to or from the Additional Notes, (iiBorrower or any other Loan Party) second, to repay the Loans, (iii) third, apply such amount to the permanent reduction of any unused portion prepayment of the Commitment andoutstanding Loans in accordance with the relevant provisions of this Section 2.11. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt Outstanding Commitments shall be receivedreduced and outstanding Loans shall be prepaid, or Indebtedness is incurredin each case, except for Indebtedness permitted by Section 6.3, by any Group Member, then on a Canadian Dollar-for-Canadian Dollar basis on the date of (in the case of a reduction of Commitments) or within five Business Days of (in the case of a prepayment of Loans) receipt by the Company or any of its Subsidiaries of any Net Cash Proceeds (or in the case of clause (ii) below, commitments) (with amounts (or in the case of clause (ii) below, commitments) received in non-Canadian Dollar currencies to be converted by the Company to the Canadian Dollar Equivalent on such issuance date) referred to in this paragraph (b) by or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by with an amount equal to: (i) 100% of any Net Cash Proceeds received by the Company or any of its Subsidiaries from any Asset Sale (in the case of an Asset Sale by a Foreign Subsidiary, net of additional taxes payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) or reserved against as a result thereof) in accordance with Section 2.10(d); provided, however, that such prepayment shall not be required with respect to all or any portion of such Net Cash Proceeds to the extent the Company has elected to reinvest all or such portion of Net Cash Proceeds in assets useful for the Company’s or a Subsidiary’s business within six (6) months following receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that are not so reinvested within such six-month period shall be applied as set forth in this Section 2.10(b) within five (5) Business Days after the end of such six-month period; (ii) the aggregate amount of commitments received in respect of any Qualifying Term Facility (it being understood that following the effectiveness of such Commitment reduction and solely to the ex- tent of the amount thereof, there shall be no duplicative prepayment of Loans from subsequent proceeds (up to such amount) received from such Qualifying Term Facility pursuant to clause (iii) below; (iii) without duplication of clause (ii) above, 100% of the Net Cash Proceeds actually received by the Company or any of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of its Subsidiaries from any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of new Indebtedness for borrowed money (including, without limitation, any Senior Notes) other than (a) any intercompany Indebtedness by of the Company or any Group Member. of its Subsidiaries, (b) Unless any Indebtedness of the Required Lenders shall otherwise agreeCompany or any of its Subsidiaries incurred under the Senior Credit Agreement in an aggregate amount not to exceed $2,500,000,000, if on (c) any date any Group Member shall receive Net Cash Proceeds from any Asset Sale other working capital, letter of credit or Recovery Event except for (i) the sale of inventory overdraft facility incurred in the ordinary course of business and (iid) proceeds that are subject to other Indebtedness for borrowed money the Net Cash Proceeds of which do not exceed $50,000,000 in the aggregate; and (iv) 100% of the Net Cash Proceeds received by the Company from any issuance of equity or equity-linked securities (in a prior lien public offering or that are required to be paid to the holder of a prior lien, private placement) other than a Primed Lien(a) equity or equity-linked securities issued in connection with employee stock option plans, then on employee stock ownership or purchase plans or similar equity-based compensation plans, (b) equity or equity-linked securities issued as consideration in connection with an acquisition (including the date Canopy Investment) by the Company or any of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid its Subsidiaries and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied other issuances of equity or equity-linked securities the Net Cash Proceeds of which do not exceed $50,000,000 in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andaggregate).

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders and the Borrower shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be receivedissued or sold by the Parent (except (i) any Capital Stock of the Parent the proceeds of which are used solely to purchase or prepay the Subordinated Seller Note and/or the Third Party Preferred Stock and (ii) any Capital Stock of the Parent issued to White Mountains as a part of the transaction in which the Berkshire Preferred Stock is redeemed with proceeds received from the exercise of warrants under the Warrant Agreement), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrencesale, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount 50% of the Net Cash Proceeds net proceeds thereof in excess of such receipt or incurrence, $5,000,000 shall be contributed to the common equity of the Borrower and applied by the Borrower toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.12(d). The provisions ; PROVIDED, that $20,000,000 of the proceeds of preferred stock issued by the Parent and sold to a third party in connection with the transactions contemplated by the Existing Credit Agreement shall be exempted from the requirements of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.12(a). (b) Unless the Required Prepayment Lenders and the Borrower shall otherwise agree, if on any date the Borrower or any Group Member of its Non-Insurance Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, on such date, the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, in each case in accordance with Section 2.12(d), by the Required Portion of such Net Proceeds. For purposes of this Section 2.12(b), the "REQUIRED PORTION" of the Net Cash Proceeds of any Asset Sale or Recovery Event except for shall be (i) the sale if no Reinvestment Notice is delivered in respect of inventory in the ordinary course of business and (ii) proceeds that are subject such Net Cash Proceeds on or prior to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, 100% of such Net Cash Proceeds in excess of $10,000,000, and (ii) if the assets subject to such Disposition are insurance-related businesses or assets and a Reinvestment Notice is delivered in respect of such Net Cash Proceeds on or prior to the date of receipt of such Net Cash Proceeds, (A) with respect to Net Cash Proceeds of any Asset Sale or Recovery Event consummated in any fiscal year which, together with all other Asset Sales and Recovery Events consummated during such fiscal year, results in the Disposition of Capital and Surplus in an amount not exceeding 10% of combined Capital and Surplus of all Insurance Subsidiaries as of the last day of the immediately preceding fiscal year, 0% of such Net Cash Proceeds and (B) with respect to the Net Cash Proceeds of any Asset Sale or Recovery Event consummated in any fiscal year to the extent such Net Cash Proceeds are not covered by the foregoing sub-clause (A), 100% of such Net Cash Proceeds and (iii) if the assets subject to such Disposition are not insurance-related businesses or assets and a Reinvestment Notice is delivered in respect of such Net Cash Proceeds on or prior to the date of receipt or such Net Cash Proceeds, 0% of such Net Cash Proceeds. For purposes of determining the amount of Net Cash Proceeds of any Disposition to be allocated to sub-clause (A) and sub-clause (B), respectively, of clause (ii) of the preceding sentence in the case of any Disposition to which both such sub-clauses apply, the amount of Net Cash Proceeds allocated to such sub-clause (B) shall be the aggregate amount of such Net Cash Proceeds multiplied by a fraction (not to exceed 1.0), the numerator of which is the amount of Capital and Surplus Disposed of in such Disposition and all prior Dispositions during such fiscal year in excess of 10% of combined Capital and Surplus of all Insurance Subsidiaries as of the last day of the immediately preceding fiscal year, and the denominator of which is the aggregate amount of Capital and Surplus Disposed of in such Disposition. In addition, in the event any Reinvestment Notice is delivered in respect of any Reinvestment Event, then, on the Reinvestment Prepayment Date applicable to such Reinvestment Event, the Term Loans shall be prepaid and prepaid, and/or the Revolving Credit Commitments shall be reduced reduced, by an amount equal to the amount of such Net Cash ProceedsReinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.5(c2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) [Reserved] (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to paragraphs (a) and (b) of this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) thirdFIRST, to the permanent prepayment of the Term Loans and, SECOND, to reduce permanently the Revolving Credit Commitments; PROVIDED, that the Revolving Credit Commitments shall not be reduced to less that $100,000,000 pursuant to this Section 2.12. Any reduction of any unused portion the Revolving Credit Commitments pursuant to this Section shall be accompanied by prepayment of the Commitment andRevolving Credit Loans and/or 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 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.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock shall be receivedissued by Holdings on any date (other than issuances (a) to the Sponsor and its Control Investment Affiliates, (b) to management, employees, directors or consultants of Holdings or any of its Subsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, or Indebtedness is incurred(c) to other Persons to the extent the proceeds of such issuances are (i) concurrently applied to fund Permitted Acquisitions or (ii) utilized to increase permitted Net Cash Investment Costs pursuant to clause (iii) of Section 8.7(b)), except for Indebtedness permitted by Section 6.3, by any Group Member, then an amount equal to 50% of the Net Cash Proceeds thereof shall be applied (unless a Reinvestment Notice shall be delivered in respect thereof) on the date of such issuance or incurrencetoward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(e); provided that (A) no such application of Net Cash Proceeds shall be required if, at the time of such issuance of Capital Stock, the Loans shall be prepaid Borrower’s Consolidated Leverage Ratio is less than 2.50:1.00 and (B) notwithstanding the Commitments shall be reduced by 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(e). (b) 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 receipt or incurrence, incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c4.2(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale (including Allotted Dispositions and sales or issuances of Capital Stock of any Subsidiary of Holdings) or Recovery Event except for (i) the sale in excess of inventory $500,000 then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans Proceeds shall be prepaid applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments shall be reduced by as set forth in Section 4.2(e); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c4.2(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2008, there shall be positive 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 Commitments as set forth in Section 4.2(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 after the earlier of (i) 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 (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 4.2 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving 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 (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 unused portion prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Commitment andLoans 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. (f) Notwithstanding the foregoing, upon its receipt of the proceeds of the Tranche B-2 Term Loans (other than any Tranche B-2 Term Loans resulting from the conversion of Existing Term Loans) on the Restatement Date, the Borrower shall irrevocably deposit with the Second Lien Notes Trustee all of such proceeds plus any additional amounts necessary to defease or satisfy and discharge the Second Lien Notes in accordance with the indenture governing the Second Lien Notes.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member[Intentionally Omitted.] (b) Unless the Required Prepayment Lenders shall otherwise agreeagree with the consent of the Borrowers, subject to Section 2.18(d), if any Funded Debt shall be incurred by either of the Borrowers or any of their respective Subsidiaries (excluding 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 incurrence toward the prepayment of the Tranche D Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(e); provided, however, that, notwithstanding the foregoing, except as set forth in Sections 7.2(m), 7.2(n) and 7.2(o), 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 Third 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 Sections 7.2(a) (in connection with the Reload Term Addition pursuant to Section 2.11) and 7.2(g) as in effect on the Third Restatement Effective Date shall not be required to be applied towards any prepayments, notwithstanding the amendment or amendment and restatement of this Agreement as contemplated by such Sections. (c) 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 except for then, unless a Reinvestment Notice is permitted to be delivered in respect thereof and is so delivered within 10 days from the date that such Net Cash Proceeds are received, such Net Cash Proceeds shall be applied within 10 days from the date that such Net Cash Proceeds are received toward the prepayment of the Tranche D Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(e); 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 D Term Loans and the reduction of the Revolving Credit Commitments on the date so received; provided, further, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 ordinary course aggregate during the term of business 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) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Tranche D Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.12(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) Amounts [Intentionally Omitted.] (e) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, (i) first, to pay accrued and the prepayment of the Tranche D Term Loans based upon the remaining unpaid interest onaggregate principal amounts thereof, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay any amounts outstanding under the LoansRevolving Credit Commitment (but without resulting in a permanent reduction of the Revolving Credit Commitment) and, (iii) third, to the permanent such Borrower or such other Person as shall be lawfully entitled thereto. Any such reduction of any unused portion the Revolving Credit Commitments shall be accompanied by prepayment of the Commitment Revolving 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 Credit Loans then outstanding is less than the amount of the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in immediately available funds in a cash collateral account established with the Administrative Agent for the benefit of the 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 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 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) 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) Unless If, after the Required Lenders shall otherwise agreeClosing Date, if any Extraordinary Receipt Indebtedness shall be receivedincurred by the Borrower or any of its Restricted Subsidiaries (other than Excluded Indebtedness), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount 100% of the Net Cash Proceeds of such receipt or incurrence, incurrence shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(c4.09(b). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if If on any date the Borrower or any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale which occurs after the Closing Date or from any Recovery Event except for (i) which occurs after the sale of inventory Closing Date, then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to respect thereof, such Net Cash Proceeds shall be paid to the holder of a prior lien, other than a Primed Lien, then on the date of applied within fifteen Business Days after receipt by such Group Member of such Net Cash Proceeds, Proceeds toward the prepayment of the Loans shall be prepaid and as set forth in Section 4.09(b); provided that, notwithstanding the Commitments shall be reduced by 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 4.09(b); provided further that the portion of the Net Cash Proceeds allocable to ABL Priority Collateral shall first be applied in accordance with the Revolving Credit Facility Agreement for so long as the Revolving Credit Facility Agreement is in effect; provided further that if at the time that any such prepayment would be required under this Section 4.03(b), the Borrower is required to offer to repurchase or prepay any other Indebtedness permitted hereunder to be secured, and actually secured, on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds (such Indebtedness required to be offered to be so repurchased or prepaid, the “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash ProceedsProceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 4.03(b) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount may be retained by the Borrower. (c) The Borrower shall, commencing with the fiscal year ended January 2, 2016, on each Excess Cash Flow Application Date, apply toward the prepayment of the Loans, as set forth in Section 2.5(c4.09(b), an amount (which amount shall not be less than zero) equal to (v) the ECF Percentage of Excess Cash Flow for the fiscal year minus (w) the aggregate amount of all prepayments of loans under the Revolving Credit Facility Agreement (other than prepayments funded with proceeds of Indebtedness or the issuance of Capital Stock) during such fiscal year to the extent accompanying permanent optional reductions of the commitments under the Revolving Credit Facility Agreement minus (x) the aggregate amount of all optional prepayments of Term Loans (other than prepayments funded with proceeds of Indebtedness or the issuance of Capital Stock) during such fiscal year minus (y) without duplication, the aggregate amount of cash used by Holdings (to the extent financed with cash proceeds received from the Borrower), the Borrower or any Restricted Subsidiary to acquire Term Loans in accordance with Section 11.06(g) during such fiscal year (other than to the extent funded with the proceeds of Indebtedness or the issuance of Capital Stock). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 7.01(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) The application of any prepayment pursuant to Section 4.03 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.03 shall be subject to Section 4.12 and shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to (i) Section 4.03(a) at least three Business Days prior to the date of such prepayment and (ii) Section 4.03(b) or (c) at least five 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. The Administrative Agent will promptly notify each applicable Lender of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share or other applicable share of the prepayment. Each Term Lender may reject all or a portion of its pro rata share or other applicable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 4.03(b) or (c) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New York City time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans rejected by such Lender. If a Term 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 Term Loans to be rejected, any such failure (unless the Borrower otherwise agrees (in its sole discretion)) will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower. (f) Notwithstanding any other provisions of this Section 2.5 do not constitute a consent 4.03, (i) to the consummation extent that any or all of the Net Cash Proceeds of any Disposition Asset Sale by or Recovery Event of a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 4.03(b) (a “Foreign Disposition”) or Excess Cash Flow generated by a Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not permitted by Section 6.4. (c) Amounts be required to be applied to repay Term Loans at the times provided in connection with prepayments this Section 4.03 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and Commitment reductions made once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section shall be applied, (i) first, 4.03 to pay accrued the extent provided herein and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) secondto the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Excess Cash Flow generated by a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to repay the Loansbe applied to reinvestments or prepayments pursuant to this Section 4.03 (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (iiix) thirdthe Borrower applies an amount equal to 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) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the permanent reduction repayment of any unused portion Indebtedness of the Commitment anda Foreign Subsidiary.

Mandatory Prepayments and Commitment Reductions. (a) Unless If at any time the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date sum of such issuance or incurrence, the Loans shall be prepaid and the Letter of Credit Outstandings exceeds the lesser of the Borrowing Base and the Commitments (including at any time after any reduction of the Commitments pursuant to Section 2.5), the Borrower shall make a payment in the amount of such excess which payment shall be reduced applied in the order set forth in Section 2.5(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Loans and Letter of Credit Outstandings exceed the lesser of the Borrowing Base and the Commitments, the Borrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the amount Administrative Agent. (a) If at any time the Borrower or any Subsidiary shall receive any cash proceeds of any casualty or condemnation in excess of $2,000,000 permitted by Section 8.6(c), such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account reasonably satisfactory to it. From time to time upon request, the Administrative Agent will release such proceeds to the Borrower or such Subsidiary, as necessary, to pay for replacement or rebuilding of the Net Cash Proceeds assets lost or condemned. If such assets are not replaced or rebuilt within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Borrower fails to notify the Administrative Agent in writing on or before 180 days after such casualty or condemnation that the Borrower shall commence the replacement or rebuilding of such receipt asset, then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment of the Loans. (b) If the daily balance of cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries for each day in any 179 consecutive day period is in excess of $30,000,000 in the aggregate, the Borrower shall immediately prepay in full all Loans, if any, then outstanding, and the Borrower agrees that immediately after such prepayment and immediately after any repurchase or incurrenceredemption of the Senior Unsecured Notes permitted under Section 8.18(b)(v), as set forth the Borrower and its Domestic Subsidiaries shall have at least $5,000,000 in Section 2.5(c). the aggregate of unrestricted cash and Cash Equivalents. (c) The provisions of this Section do 2.10 shall not constitute a consent to the issuance be in derogation of any equity securities by any entity whose equity securities are pledged pursuant to other covenant or obligation of the OrdersBorrower and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to the incurrence of departure from, any Indebtedness by any Group Membersuch covenant or obligation. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and

Mandatory Prepayments and Commitment Reductions. (ai) Unless If at any time the Required Lenders outstanding balance of the Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Revolving Credit Availability, less, in each case, the outstanding Swing Line Loan at such time, Borrower shall otherwise agreeimmediately repay the outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, if Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. (A) Immediately upon receipt by any Extraordinary Receipt shall be receivedCredit Party of proceeds of any asset disposition (including condemnation proceeds, or Indebtedness is incurred, except for Indebtedness but excluding proceeds of asset dispositions permitted by Section 6.36.8(a) or (b)), by any Group Member, then on the date of such issuance or incurrence, Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to the amount by which all such proceeds, net of (1) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non- Affiliates), (2) transfer taxes, (3) amounts payable to holders of senior Liens (to the Net Cash Proceeds extent such Liens constitute Permitted Encumbrances hereunder), if any, and (4) an appropriate reserve for income taxes in accordance with GAAP in connection therewith, exceeds one million five hundred thousand dollars ($1,500,000) in any Fiscal Year; provided that such prepayments shall be made in increments of $100,000 only (any amount not paid as a result of this requirement shall be accumulated and paid when the aggregate amount of such receipt or incurrence, as set forth in Section 2.5(caccumulation shall meet the required prepayment increment). The provisions For the purposes of this Section do 1.3(b)(ii)(A) the Credit Parties shall not constitute a consent be deemed to have received proceeds of any disposition permitted pursuant to Section 6.8(c) or (d) to the issuance extent that such proceeds are redeployed to replace the asset disposed of any equity securities in the manner and within the time period provided in such sections. To the extent that such proceeds are not so redeployed within such time period, such proceeds shall be deemed received by any entity whose equity securities are pledged pursuant to the Orders, or a consent to Credit Parties upon the incurrence expiration of any Indebtedness by any Group Membersuch period. Any such prepayment shall be applied in accordance with clause (c) below. (bB) Unless Immediately upon receipt by any Credit Party of proceeds of any sale of Stock or of all or substantially all of the Required Lenders assets of any Subsidiary or Permitted Joint Venture in accordance with Section 6.8(e), the Borrower shall otherwise agreeprepay the Loans in an amount equal to all such proceeds, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for net of: (i) the sale of inventory commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in the ordinary course of business and connection therewith (in each case, paid to non-Affiliates), (ii) proceeds that are subject transfer taxes, (iii) amounts payable to a prior lien or that are required to be paid holders of senior Liens (to the holder of a prior lienextent such Liens constitute Permitted Encumbrances hereunder), if any, and (iv) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. (iii) If Borrower issues Stock or any Indebtedness, other than Stock or Indebtedness issued as a Primed Lienpart of the consideration for a Permitted Acquisition and other than Indebtedness permitted pursuant to Section 6.3, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Revolving Loan in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below. (iv) Commencing on September 30, 2000 (the "Amortization Commencement Date") and on the last business day of each Fiscal Quarter thereafter until the Commitment Termination Date, the Borrower shall repay the Revolving Loan outstanding in quarterly installments equal to the lesser of: (x) the percentage of the aggregate principal amount of the Revolving Loan outstanding on the Amortization Commencement Date set forth opposite the period in which such fiscal quarter ends below and (y) the amount of Revolving Loan outstanding concurrent on the date of receipt by such Group Member of such Net Cash Proceedsinstallment: Period Percentage ------ ---------- September 30, 2000 7.50% through September 29, 2002 September 30, 2002 10.0% and thereafter (v) Notwithstanding anything else in this Agreement to the Loans contrary, all Obligations shall be prepaid due and the Commitments payable, and all Letters of Credit (or standby guarantees therefor) shall be reduced by an amount equal to the amount of such Net Cash Proceedscancelled or returned or cash collateralized in accordance with Annex B, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of on the Commitment andTermination Date.

Mandatory Prepayments and Commitment Reductions. If any Commitments are outstanding on the applicable date, the Commitments shall be automatically (aor, in the case of clause (iii) Unless below only, upon notice) reduced, and after the Required Lenders Closing Date, the Advances shall otherwise agreebe prepaid, in each case, on a Sterling-for-Sterling or Dollar-for-Dollar basis as applicable (with amounts received in non-Sterling (or if any Extraordinary Receipt shall applicable, non-Dollar) currencies to be converted by a Borrower to Sterling (or if applicable, Dollars) for purposes of this calculation based upon foreign exchange rates actually received, in the case of a prepayment (or that would actually be received, in the case of a Commitment reduction) by a Borrower acting in good faith and in a commercially reasonable manner in consultation with the Administrative Agent) within three Business Days of (in the case of a prepayment of Advances) or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then automatically on the date of such issuance (in the case of a reduction of Commitments) receipt by the Consolidated Group of any Net Cash Proceeds (or incurrencein the case of clause (iv) below, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal commitments) referred to the amount in this paragraph (d): (i) from 100.0% of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to actually received by the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to Consolidated Group from the incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of such entities, (B) borrowings (1) under the 2015 STERIS Credit Agreement in an amount up to $500,000,000 or (2) under the Existing STERIS Letter Agreement in an amount not to exceed $20,000,000, (C) any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agreetrade, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale vendor or Recovery Event except for (i) the sale of inventory customer finance-related financing in the ordinary course of business of the Reporting Entity and its Subsidiaries, (D) indebtedness issued or incurred in the ordinary course of business for working capital purposes, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases and indebtedness issued or incurred to finance the acquisition, construction or improvement of assets, each in the ordinary course of business, (G) other Debt in an amount not to exceed $50,000,000 in the aggregate, (H) any refinancing, renewal or replacement of indebtedness or commitments for indebtedness before or at maturity, to the extent that such refinanced Debt (x) is existing on the Initial Effective Date (it being understood that any Debt refinancing, renewing or replacing Existing Debt shall be deemed “Existing Debt” for the purposes of the requirements otherwise set forth in this Agreement relating to Existing Debt), (y) of any person acquired after the Initial Effective Date by the Reporting Entity or any Subsidiary and existing at the time of such acquisition (and not incurred in contemplation of such acquisition at the request of any Reporting Entity) or (z) assumed by the Reporting Entity or any Subsidiary in connection with an acquisition of assets and existing at the time of such acquisition (and not incurred in contemplation of such acquisition at the request of the Reporting Entity), in each case, that does not increase the aggregate principal or commitment amount thereof (plus accrued unpaid interest and premium thereon and underwriting discounts, fees, commission and expenses) and (I) indebtedness under the Bridge Facility); (ii) proceeds that are subject from 100.0% of the Net Cash Proceeds actually received from the issuance of any Equity Interests by the Consolidated Group (other than (A) issuances pursuant to a prior lien employee stock plans or that are required to be paid other benefit or employee incentive arrangements, (B) issuances among the Consolidated Group or (C) issuances to the holder shareholders of a prior lien, other than a Primed Lien, then on Synergy as consideration for the date Acquisition); (iii) from 100.0% of receipt by such Group Member of such the Net Cash Proceeds, Proceeds actually received by the Loans shall be prepaid and the Commitments shall be reduced by Consolidated Group from Specified Asset Sales; and (iv) in an amount equal to 100% of the committed amount of any (i) term loan facility or (ii) private placement note purchase agreement made available to a member of the Consolidated Group that is (x) subject to conditions precedent to funding of the term loans or purchasing the notes thereunder that are, in respect of certainty of funding, substantially equivalent to or more favorable to the Borrowers than the conditions set forth in this Agreement, (y) subject to restrictions on assignments of the term loans or private placement notes thereunder substantially similar to those set forth in this Agreement and (z) entered into with financial institutions that are either (A) Lenders or an affiliate or approved fund of the Lenders, (B) Pre-Approved Lenders or (C) approved by the Borrowers (each such term facility or private placement agreement, a “Qualifying Committed Facility”) (such reduction to occur upon the effectiveness of definitive documentation for such Qualifying Committed Facility). (v) In addition, STERIS shall use commercially reasonable efforts to cause the cash confirmer to approve a reduction in Facility commitments (1) in an aggregate principal amount equal to (A) the outstanding principal amount of any series of Existing STERIS Notes, upon the effectiveness of an amendment or waiver by the requisite holders thereof that permits the Transactions (including the waiver of any put right with respect thereto) and on terms and conditions consistent with those in this Agreement (including the requirements of Section 5.01(m)) and satisfactory to STERIS and (B) the outstanding principal amount of any Existing Synergy Notes upon the effectiveness of an amendment or waiver by the requisite holders thereof that permits the Transactions (including the waiver of any put rights with respect thereto) and on terms and conditions consistent with those in this Agreement (including the requirements of Section 5.01(m)) and satisfactory to STERIS and (2) in an aggregate principal amount equal to the excess of any commitments over $250,000,000 under any new revolving credit facility that is structured in a manner so as to permit the Transactions and that satisfies the criteria described in clauses (x), (y) and (z) of clause (iv)(ii) above. For the avoidance of doubt, the foregoing provisions in this Section 2.05(d)(v) shall not obligate STERIS to seek any amendments or waivers with respect to clause (1) of this Section 2.05(d)(v) or obtain a new revolving credit facility under clause (2) of this Section 2.05(d)(v). (vi) Notwithstanding any other provisions of this Section 2.05(d) or any other provision in any Loan Document to the contrary, in the case of any Net Cash Proceeds (x) of any sale (including Specified Asset Sales) by a Foreign Subsidiary or (y) any sale or issuance of Equity Interests or incurrence of Debt by a Foreign Subsidiary, in each case giving rise to a prepayment event pursuant to this Section 2.05(d), (A) the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts Proceeds that is required to be applied to repay Advances at the times provided in connection with prepayments this Section 2.05(d) shall be net of any additional Taxes paid, reasonably estimated by the Borrowers in good faith to be payable (pending a final determination of the amount of such Taxes by a Governmental Authority), or reserved against as a result of repatriation of such Net Cash Proceeds to the United States and Commitment reductions made (B) if such Net Cash Proceeds are prohibited, restricted or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Advances or reduce Commitments at the times provided in this Section 2.05(d) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied to the repayment of Advances or reduction of Commitments pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and2.05

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Majority Facility Lenders of each affected Facility shall otherwise agree, agree with the Borrower not to require such a prepayment of the Term Loans, (i) if any Extraordinary Receipt Capital Stock shall be receivedissued by the Borrower or any of its Subsidiaries for cash (other than the issuance by the Borrower of Capital Stock to directors, officers or employees or to consultants pursuant to any stock option plan of the Borrower or any Subsidiary the Net Cash Proceeds of which shall not exceed in the aggregate $5,000,000 in any fiscal year unless such issuance is made pursuant to the employee stock purchase plan of the Borrower existing on the date hereof (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 is incurred, except for shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by incurred in accordance with Section 6.3, by any Group Member, then 7.2) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Majority Facility Lenders of each affected Facility shall otherwise agreeagree with the Borrower not to require such a prepayment of the Term Loans, 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 except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans Proceeds shall be prepaid and applied on such date toward the Commitments shall be reduced by prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans as set forth in Section 2.5(c2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the Excess Cash Flow Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than 5 Business Days after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are delivered to the Lenders. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be appliedapplied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.12 shall be made, (i) first, to pay accrued and unpaid interest onABR Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay Eurodollar Loans. Each prepayment of the Loans, (iii) third, Term Loans under Section 2.12 shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, (i) if any Extraordinary Receipt Capital Stock shall be receivedissued by CERI (other than the Capital Stock issued as part of the Restatement Effective Date Equity Issuance) or, after the Migration, the Borrower or (ii) if any Indebtedness is shall be incurred, except for Indebtedness permitted by Section 6.3, by any Group MemberMember excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the Restatement Effective Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(y) and 7.2(g)(ii)), then on the date of such issuance or incurrence, the Term Loans shall be prepaid and prepaid, and/or the Commitments Revolving Credit Loans shall be reduced repaid, by an amount equal to to, in the amount case of an issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, reducing to 0.0% when the Consolidated Leverage Ratio as of the last day of the most recently completed fiscal quarter for which financial statements are available is equal to or less than 3.50:1.00, or in the case of Indebtedness, 100% of the Net Cash Proceeds, other than any Excluded Proceeds, of such receipt issuance or incurrence, as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the OrdersGuarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by CERI, the Borrower or any Group Memberof its Subsidiaries. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Term Loans shall be prepaid and prepaid, and/or the Commitments Revolving Credit Loans shall be reduced repaid, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.12(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 one or more Reinvestment Notices and pending reinvestment at any given time shall not exceed $25,000,000 and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.47.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005 there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid and/or the Revolving Credit Loans shall be repaid, by an amount equal to the ECF percentage of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment 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 CERI or, after the Migration, the Borrower referred to in Section 6.1(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) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the repayment of the Revolving Credit Loans, (iii) third, as provided in Section 2.18. Any repayment of Revolving Credit Loans pursuant to the permanent this Section 2.12 shall not result in a reduction of the Revolving Credit Commitments. (e) If at any unused portion time the Dollar Equivalent of the Commitment andCanadian Revolving Credit Loans exceeds the aggregate Canadian Revolving Credit Commitments, CERI shall repay such excess forthwith upon notice by the Canadian Agent.

Mandatory Prepayments and Commitment Reductions. (a) Unless (i) Subject to the Required Lenders shall otherwise agreelast paragraph of this Section 5.02(a), if any Extraordinary Receipt shall be received, on or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on prior to the tenth (10th) Business Day after the date of such issuance or incurrenceon which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to the amount of the Net Cash Proceeds of such receipt or incurrence, be applied as set forth in Section 2.5(c5.02(a)(ix). The provisions of ; provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section do not constitute a consent 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is less than or equal to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien2.50:1.00, then on the date of receipt by such Group Member of such Net Cash Proceeds, Borrower shall prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the amount extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such Net Cash Proceedsfiscal year and before the applicable ECF Payment Date (provided, as set forth in Section 2.5(c). The provisions that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses provision in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andprior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be receivedincurred by Parent, Holdings or Indebtedness is incurred, except for the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by Section 6.39.3, by any Group Memberthen, then on the date of such issuance or incurrence, the Term Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to the amount 100% of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c5.5(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if If on any date (i) the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) the Senior Secured Leverage Ratio is greater than 2.25:1.00 as of the latest Measurement Period after giving Pro Forma Effect to such Asset Sale or Recovery Event and the use of proceeds that are subject to a prior lien therefrom, the Loans shall be prepaid, on or that are required to be paid to before the holder of a prior lien, other than a Primed Lien, then on date which is five Business Days following the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c5.5(d). The provisions ; provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under this Section 2.5 do 5.5(b) in respect of (i) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from Asset Sales or Recovery Events in any fiscal year not constitute to exceed $50,000,000 in the aggregate, (ii) the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale or Recovery Event in respect of which a consent Reinvestment Notice has been delivered (or is delivered within 30 days after receipt of such proceeds (or such longer period as the Administrative Agent may reasonably agree)), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the consummation Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Recovery Event, as set forth in Section 5.5(d) and (iii) RP Eligible Proceeds, to the extent such RP Eligible Proceeds are designated as such within 120 days of receipt by the Borrower or any of its Subsidiaries, and used within 180 days of designation as RP Eligible Proceeds, of the Disposition not which is the source of such RP Eligible Proceeds to make a Restricted Payment permitted by to be made under Section 6.49.6(h). (c) Amounts Subject to the last sentence of this paragraph, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2016, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid as set forth in Section 5.5(d) by an amount equal to (x) the ECF Percentage of such Excess Cash Flow during such fiscal year minus, to the extent not paid or financed with Net Cash Proceeds of secured Indebtedness (other than Revolver Indebtedness), (y) all voluntary principal payments of the Term Loans during such fiscal year (including repurchases pursuant to Section 5.19 and Section 12.16 in an amount equal to the discounted amount actually paid in cash) and all voluntary principal payments in respect of Revolver Indebtedness (to the extent accompanied by an equivalent permanent reduction in commitments thereunder). Each such prepayment shall be made on July 15 of the following fiscal year, beginning on July 15, 2017 (an “Excess Cash Flow Application Date”). (d) Subject to Section 5.11(d), amounts to be applied in connection with prepayments made pursuant to this Section 5.5 shall be applied, first, pro rata to the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, to such other Term Loans (based on the amount of Term Loans under each Facility requiring such a payment), and Commitment reductions made after giving effect to the foregoing, to the payment of the installments due on such Term Loans within each such Facility in direct order of maturity, pro rata within each such Facility), second, after the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, such other Term Loans, have been prepaid in full, to prepay the Revolving Credit Loans and/or Swing Line Loans pro rata according to the respective pro rata share of the relevant Lender (in each case without any corresponding reduction of the Commitments hereunder), and third, to cash collateralize outstanding Letters of Credit. The application of any prepayment of Loans under any Facility pursuant to this Section shall be appliedmade, first, to Base Rate Loans under such Facility and, second, to Eurocurrency Loans under such Facility. Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Pending the final application of Net Cash Proceeds, the Borrower may temporarily prepay outstanding Revolving Credit Loans and/or Swing Line Loans or otherwise make Permitted Investments. For the avoidance of doubt, Retained Declined Proceeds shall not be required to be used to make mandatory prepayments under this Section 5.5. (e) Notwithstanding any other provisions of this Section 5.5, (i) first, to pay accrued and unpaid interest on, and expenses in respect ofthe extent that any of or all the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 5.5(b) (a “Foreign Disposition”), the Loans and the Additional NotesNet Cash Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Casualty Event”), or Excess Cash Flow is (i) prohibited or delayed by applicable local law, (ii) second, to repay the Loans, restricted by applicable organizational or constitutive documents or any agreement or (iii) thirdsubject to other onerous or other administrative impediments from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 5.5(c), or the Borrower shall not be required to make a prepayment at the time provided in Section 5.5(b), as the case may be. Instead, such amounts may be retained by the applicable Foreign Subsidiary so long as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected amounts retained by the applicable Foreign Subsidiary is permissible under the applicable local law or applicable organizational or constituent documents or other agreements, or such impediment has been removed or overcome (even if such cash is actually not repatriated), 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 reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 5.5 to the extent provided therein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow would have a material adverse tax cost consequence (as determined in good faith by the Borrower and taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, then, to the permanent reduction extent that such material adverse tax cost consequence is not directly attributable to actions taken by Parent, the Borrower or any of their Subsidiaries with the intent of avoiding or reducing the mandatory prepayments otherwise required under this Section 5.5, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. Notwithstanding any of the other provisions of this Section 5.5, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Loans is required to be made under this Section 5.5 prior to the last day of the Interest Period therefor and less than three months are remaining in such Interest Period, in lieu of making any payment pursuant to this Section 5.5 in respect of any unused portion such Eurocurrency Loan prior to the last day of the Commitment andInterest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made into a cash collateral account maintained with 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 the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 5.5. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 5.5. In respect of any of the mandatory prepayments set forth in this Section 5.5(a) or (b), Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent (for prompt delivery to the Lenders) at least five Business Days prior to the date of any such prepayment (the date specified for such prepayment, the “Mandatory Prepayment Date”), a prepayment notice that shall specify the Mandatory Prepayment Date and amount of prepayment and the events giving rise to such prepayment.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, incurred by the Company or Indebtedness is incurred, except for any Restricted Subsidiary (other than any Indebtedness permitted by Section 6.3, to be incurred by any Group Membersuch Person in accordance with Section 6.2) (other than Permitted Credit Agreement Refinancing Debt), then concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. (b) If, for any Excess Cash Flow Interim Period, there shall be prepaid and the Commitments shall be reduced by Excess Cash Flow, an amount equal to the 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 Net 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 the Specified Period for such Excess Cash Proceeds Flow Interim Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of such receipt or incurrence, the Loans as set forth in Section 2.5(c). The provisions clause (f) of this Section do not constitute 2.6. Each such prepayment shall be made on a consent date (an “Excess Cash Flow Application Date”) no later than (i) 10 Business Days after the date on which the financial statements of the Company referred to in Section 5.1(a) or 5.1(b), for the fiscal quarter with respect to which such prepayment is made, are required to be delivered to the issuance of any equity securities by any entity whose equity securities Lenders or (ii) if such financial statements are pledged actually delivered prior to the date on which they are required to be delivered pursuant to Section 5.1(a) or 5.1(b), the Orders, or a consent to last Business Day of the incurrence calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of any Indebtedness by any Group Memberthis sentence). (bc) Unless the Required Lenders shall otherwise agreeIf, if on any date date, the Company or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery any Event except for 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) 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 sale of inventory in the ordinary course of business Mandatory Prepayment Date and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the principal amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent each Loan (or portion thereof) to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andbe

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock shall be received, issued by Holdings or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group MemberMember (other than (i) any issuances to management of any Group Member or to the Permitted Investors or to other holders of Capital Stock of Holdings as of the Closing Date (or Affiliates thereof), then (ii) pursuant to any Permitted Acquisitions, (iii) any equity contributions to any Subsidiary of Holdings made by Holdings or any of its other Subsidiaries and (iv) additional issuances of Holdings Capital Stock up to $2,000,000), an amount equal to the lesser of (A) 50% of the Net Cash Proceeds thereof and (B) an amount of Net Cash Proceeds thereof that will result in the Consolidated Leverage Ratio not exceeding 2.25:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available, but giving effect to any prepayment under this Section 2.9) shall be applied on the date of such issuance or incurrence, toward the prepayment of the Term Loans shall be prepaid and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided, that the foregoing percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available is not greater than 2.25:1.00. Notwithstanding the foregoing provisions of this Section 2.9(a), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment shall be required pursuant to this Section 2.9(a) until the date on which the sum of (i) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to this Section 2.9(a) in the absence of this sentence plus (ii) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to Section 2.9(c) in the absence of the last sentence in said Section 2.9(c), equals or exceeds $5,000,000. (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to the amount 100% of the Net Cash Proceeds thereof shall be applied on the date of such receipt or incurrence, incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c2.9(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale, German Subsidiaries Asset Sale, Xxx Xxxx Asset Sale or Recovery Event except for (other than with respect to the assets and Capital Stock of any Unrestricted Subsidiary) then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 ordinary course of business and Borrower, (ii) proceeds on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (provided that are the transactions described in clause (iii) shall not be subject to a prior lien or that are required to this clause (ii)) shall be paid to applied toward the holder prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e) and (iii) (A) in the event of a prior lienGerman Subsidiaries Asset Sale, other than the lesser of (x) the greater of (I) $10,000,000 (or if less, Net Cash Proceeds therefrom) and (II) 50% of the Net Cash Proceeds from such German Subsidiaries Asset Sale and (y) an amount of Net Cash Proceeds therefrom that will result in the Consolidated Leverage Ratio not exceeding 2.25:1.00 (calculated on a Primed Lienpro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any prepayment under this Section 2.9) and (B) in the event of an Xxx Xxxx Asset Sale, then the lesser of (x) the greater of (I) $5,000,000 (or if less, Net Cash Proceeds therefrom) and (II) 50% of the Net Cash Proceeds from such Xxx Xxxx Asset Sale and (y) an amount of Net Cash Proceeds therefrom that will result in the Consolidated Leverage Ratio not exceeding 2.25:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any prepayment under this Section 2.9), as the case may be, shall be applied on the date of receipt by such Group Member toward the prepayment of such Net Cash Proceeds, the Term Loans shall be prepaid and the reduction of the Revolving Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.9(e); provided that if the Consolidated Leverage Ratio does not exceed 2.25:1.00 as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available, in the event of a German Subsidiaries Asset Sale or an Xxx Xxxx Asset Sale, no prepayment of the Term Loans or reduction of the Revolving Commitments under this Section 2.9(c) shall be required. The Notwithstanding the foregoing provisions of this Section 2.5 do not constitute a consent 2.9(c), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be required pursuant to this Section 2.9(c) until the consummation date on which the sum of any Disposition not permitted by (i) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to Section 6.42.9(a) in the absence of the last sentence in said Section 2.9(a) plus (ii) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to this Section 2.9(c) in the absence of this sentence, equals or exceeds $5,000,000. (cd) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2004 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 Commitments as set forth in Section 2.9(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 after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(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. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9 shall be applied, (i) first, to pay the prepayment of the Term Loans in accordance with Section 2.15(b) and payment of accrued and unpaid interest onon the Term Loans so prepaid and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Commitments up to $5,000,000 and pay accrued interest on Revolving Loans prepaid pursuant to Section 2.9. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving 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 then outstanding is less than the amount of such excess (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 Secured Parties on terms and conditions satisfactory to the Administrative Agent. The application of any unused portion prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Commitment andLoans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the ---------------------------------------------------- Required Prepayment Lenders shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be receivedissued, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3the Company or any of its Subsidiaries, by any Group Member, then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments as set forth in Section 2.5(c3.5(d). The provisions ; provided that no such prepayment or reduction shall be required with -------- respect to (i) any Indebtedness incurred in accordance with Section 8.2 (other than paragraph (q) thereof), (ii) Designated Equity Amounts, (iii) Capital Stock issued in connection with the Company's stock plans or arrangements for directors and employees of this Section do not constitute a consent the Company and its Subsidiaries, (iv) Capital Stock issued to the issuance Company or any Wholly-Owned Subsidiary or (v) Capital Stock of any equity securities by any entity whose equity securities are pledged pursuant the Company issued to the Orders, or a consent to Seller in connection with the incurrence of any Indebtedness by any Group MemberGNB Acquisition. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for then, unless a Reinvestment Notice shall be delivered in respect thereof (or is not required pursuant to the proviso in the definition of Reinvestment Notice in Section 1.1), such Net Cash ------- Proceeds 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 3.5(d); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net -------- Cash Proceeds of inventory Asset Sales and Recovery Events that may be subject to the exclusion from the foregoing requirement pursuant to a Reinvestment Notice (and pursuant to the proviso in the ordinary course definition of business Reinvestment Notice in Section 1.1) ------- shall not exceed (A) $20,000,000 at any one time or (B) $20,000,000 in the aggregate with respect to all Asset Sales and Recovery Events occurring in any fiscal year and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c3.5(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company, there shall be Excess Cash Flow, the Company 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 3.5(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than fifteen days after the --------------------------------- earlier of (i) the date on which the financial statements of the Company 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 (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 3.5 shall be applied, (i) first, to pay accrued and unpaid interest on----- the prepayment of the Term Loans and, and expenses in respect ofsecond, to reduce permanently the ------ Revolving Credit Commitments. Subject to Section 3.11(d), any such prepayments of the Term Loans shall be applied to the Tranche A Term Loans and the Additional NotesTranche B Term Loans pro rata according to the respective outstanding principal amounts --- ---- thereof held by the Term Loan Lenders with such amounts applied to reduce the then remaining installments of the respective Term Loans pro rata based upon the --- ---- then remaining principal amount thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or 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 -------- Swing Line Loans then outstanding is less than the amount of such excess (ii) secondbecause L/C Obligations constitute a portion thereof), to repay the Loans, (iii) thirdCompany shall or shall cause the Borrowing Subsidiaries to, to the permanent reduction 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 under the relevant Facility on terms and conditions satisfactory to the Administrative Agent. The application of any unused portion prepayment pursuant to Section 3.5 shall be made first to Base Rate Loans and Foreign Alternate Rate Loans, ratably based on the outstanding principal amounts thereof, and second to Eurocurrency Loans. Each prepayment of the Commitment andLoans under Section 3.5 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Subject to the foregoing, amounts prepaid pursuant to this Section 3.5 need not be applied to prepay the Tranche A Term Loans owing in any particular currencies but rather shall be applied against any such amounts owing in any such currencies as the Company shall elect.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2), then 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 or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.11. (b) Unless Subject to clauses (d) and (i) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the Required Lenders ECF Percentage for such period of such Excess Cash Flow over (ii) in each case at the option of the Borrower Representative and 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 as the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall otherwise agreebe added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,00030,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of UK Holdco referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date date, UK Holdco or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except for in excess of (i) the sale greater of inventory $2,000,0008,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in the ordinary course any single transaction or series of business related transactions and (ii) proceeds with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,00018,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within fiveten Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.11; provided that, notwithstanding the foregoing, on 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 Term Loans as set forth in Section 2.11(g). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Borrower Representative 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 subject prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of 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 prior lien material risk of breach of fiduciary or that are 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 reasonably be expected to 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 paid applied to repay Loans at the holder times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of a prior lien, other than a Primed Lien, then on the date of 360 days from receipt by such Group Member of such Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, as the case may be, such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term 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 Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) 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 E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be prepaid approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment 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 Commitments Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Xxxxxx’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall be reduced by deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an amount equal to Officer’s Certificate setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4prepayment. (cg) Amounts to be applied in connection with any mandatory prepayments and Commitment reductions made pursuant to this Section 2.11 shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Typeamong Types. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are 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 provision of this Section 2.11, if any prepayment of Eurocurrency Loans or Term SOFR 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 Eurocurrency Loans or Term SOFR 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 Eurocurrency Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Event of 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 Eurocurrency Loans or Term SOFR 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 clause (h) pending application to any Eurocurrency Loans or Term SOFR Loans shall be held and applied to the satisfaction of such Eurocurrency Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein. (i) firstNotwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to pay accrued and unpaid interest onthe control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and expenses the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect ofof such Asset Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow 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 or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans and in accordance with the Additional Notes, terms hereof (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andextent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than Permitted Indebtedness), then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, no later than the third Business Day following such incurrence toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f). (b) If any Capital Stock shall be prepaid and the Commitments shall be reduced issued by any Group Member (other than Capital Stock issued to any Group Member) or any capital contribution is made to any Group Member (other than a capital contribution by any Group Member), an amount equal to the amount 50% of the Net Cash Proceeds thereof shall be applied within 1 Business Day of such receipt issuance or incurrence, contribution toward the prepayments of the Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c4.2(f). The provisions , to the extent not used by the Borrower to (i) settle certain cash claims asserted as of the date of this Section do not constitute a consent to Agreement by dissenting shareholders in connection with Wagon Investments' acquisition of the Borrower or (ii) finance Capital Expenditures of the Borrower and its Subsidiaries, provided that any Net Cash Proceeds received from the issuance of any equity securities by any entity whose equity securities are pledged pursuant Capital Stock of the Borrower to the Orderseither employees stock plans or Wagon Investments or Affiliates of Wagon Investments, shall not trigger a prepayment required hereunder, or (iii) to pay taxes incurred by a consent Group Member in connection with Wagon Investments' acquisition of the Borrower (including, without limitation, taxes incurred by a Group Member in the sale by Borrower of the stock of certain of its Subsidiaries immediately prior to Wagon Investments' acquisition of the incurrence of any Indebtedness by any Group MemberBorrower). (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for 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 Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory in Asset Sales that may be excluded from the ordinary course of business and (ii) proceeds that are subject foregoing requirement pursuant to a prior lien or Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower; provided that are required to be paid to the holder of a prior lien, other not more than a Primed Lien, then on the date total aggregate amount of receipt by such Group Member $15,000,000 of such Net Cash Proceeds, Proceeds during the Loans term of this Agreement shall be prepaid and the Commitments shall be reduced by excluded, (ii) on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c4.2(f) and (iii) all of the Net Cash Proceeds from any Asset Sale constituting a sale and leaseback arrangement permitted under Section 8.5(e) shall be applied toward the prepayment of the Loans and the reduction of the Revolving Commitment as set forth in Section 4.2(f). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 25, 2007, 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 Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f); provided however, with respect to the prepayment under this Section for the fiscal year ended December 25, 2007, Excess Cash Flow shall only be measured from the Closing Date. 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 Wagon Investments 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 (ii) the date such financial statements are actually delivered. (e) If on any date any Group Member shall receive any amount from any federal income tax cash refund to such Group Member, such amount (net of any professional fees and related expenses incurred in connection thereto) shall be applied on such date toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f). (f) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 4.2 shall be applied, first, pro rata to the prepayment of the Term Loans as set forth in Section 2.3 hereof and, second, to the prepayment of the Total Revolving Extensions of Credit and, third, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving 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 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) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Notwithstanding the foregoing provisions of this Section 4.2, if at any time the mandatory repayment of Loans pursuant to this Section 4.2 would result in the Borrower's incurring breakage costs in excess of $30,000 under Section 4.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable hereto (any such Eurodollar Loans, "Affected Loans"), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as (x) no Default or Event of Default then exists and (y) the aggregate principal amount of such Affected Loans is at least $100,000. At the time any Affected Loans are otherwise required to be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans (but in any event not less than $100,000 in aggregate principal amount) with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent that shall provide for investments of such deposits in Cash Equivalents, with such cash collateral and any interest accrued thereon, to be released upon the request of the Borrower from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided that (i) first, to pay accrued and unpaid interest on, and expenses in respect of, of such Affected Loans shall continue to accrue thereon at the rate provided hereunder until such Affected Loans have been repaid in full and the Additional Notes, (ii) second, to repay at any time while an Event of Default has occurred and is continuing any or all proceeds on deposit in such collateral account may be applied by the Loans, (iii) third, Agent to the permanent reduction payment of such Affected Loans. All risk of loss in respect of investments made as contemplated in this clause (f) shall be on the Borrower. Upon the occurrence of an Event of Default, any unused portion of amounts in such cash collateral account shall be immediately repaid to the Commitment andAdministrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock shall be receivedissued by the Parent Borrower or any of its Subsidiaries (excluding any Permitted Issuance and any Capital Stock issued to finance acquisitions pursuant to Section 7.8(p)), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by an amount equal to 50% of the Net Cash Proceeds thereof (excluding any Group Member, then Equity Financing Proceeds) 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 2.11(e); provided that no such Net Cash Proceeds shall be prepaid and required to be so applied if the Commitments Consolidated Leverage Ratio is less than or equal to 3.50 to 1.0 as of the last day of the most recent Test Period ending prior to the receipt of such Net Cash Proceeds for which the relevant financial information is available. (b) If any Indebtedness shall be reduced Incurred by the Parent Borrower or any of its Subsidiaries (excluding any Incurrence of Indebtedness in accordance with Section 7.2 (other than Section 7.2(i)) as in effect on the Amendment/Restatement Closing Date), an amount equal to the amount 100% of the Net Cash Proceeds thereof shall be applied on the date of such receipt or incurrence, Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.11(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member.38 33 (bc) Unless the Required Lenders shall otherwise agree, if If on any date the Parent Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied, within five Business Days after such date, toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales that may be excluded from the foregoing requirement in any fiscal year of the ordinary course Parent Borrower pursuant to a Reinvestment Notice, when added to the aggregate fair market value of business Property Disposed of in connection with Asset Swaps during such fiscal year, shall not exceed $45,000,000 and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.11(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) If, for any fiscal year of the Parent Borrower commencing with the fiscal year ending December 31, 1998, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(e). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and Revolving Credit Commitment reductions made pursuant to this Section 2.11 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the US$ Revolving Credit Commitments, Additional US$ Revolving Credit Commitments and C$ Revolving Credit Commitments on a pro rata basis. Any such reduction of the US$ Revolving Credit Commitments shall be accompanied by prepayment of the US$ Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the total US$ Revolving Extensions of Credit exceed the amount of the Total US$ Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of US$ Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Parent 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. Any such reduction of the Additional US$ Revolving Credit Commitments shall be accompanied by prepayment of Additional US$ Revolving Credit Loans to the extent, if any, that the aggregate outstanding principal amount thereof exceeds the amount of the aggregate Additional US$ Revolving Credit Commitments as so reduced. The application of any prepayment pursuant to this Section 2.11 (other than under the C$ Revolving Credit Facility) shall be made first to ABR Loans and second to Eurodollar Loans. Any such reduction of the C$ Revolving Credit Commitments shall be accompanied by a prepayment or cash collateralization of C$ Revolving Credit Loans in accordance with Section 2.11(g) to the extent, if any, that the Aggregate C$ Revolving Credit Exposure exceeds the amount of the Total C$ Revolving Credit Commitments as so reduced. Amounts prepaid on account of the Term Loans may not be reborrowed. (f) If, on any Reset Date, the Aggregate C$ Revolving Credit Exposure (expressed in Dollars) exceeds an amount equal to 105% of the Total C$ Revolving Credit Commitment, then (i) first, the Administrative Agent shall give notice thereof to pay accrued each C$ Revolving Credit Lender and unpaid interest on, each Borrower and expenses in respect of, the Loans and the Additional Notes, (ii) secondthe Parent Borrower shall, or shall cause the Canadian Borrower to, on the next succeeding Business Day, apply an amount equal to repay the Loans, such excess to prepay outstanding C$ Revolving Credit Loans (iiior cash collateralize B/As in accordance with paragraph (g) third, below). (g) subject to documentation satisfactory to the permanent reduction Administrative Agent as security for the Canadian Borrower's obligations under such B/As until the maturity and repayment of any unused portion of the Commitment andsuch B/As.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, incurred by Holdings or Indebtedness is incurred, except for any of its Subsidiaries (excluding any Indebtedness permitted by Section 6.39.2), by any Group Memberthen, then on the date of such issuance or incurrence, incurrence the Loans shall be prepaid and the Commitments shall be reduced prepaid, by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c5.5(d). The provisions of this , together with any amounts required by Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member5.11(b). (b) Unless the Required Lenders shall otherwise agree, if If on any date Holdings or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) Event, the sale of inventory in Loans shall be prepaid, on or before the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on date which is 30 days following the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c5.5(d). The provisions ; provided that, notwithstanding the foregoing: (i) no prepayment of the Loans shall be required to be made under this Section 2.5 do not constitute 5.5(b) in respect of the Net Cash Proceeds received by Holdings or any of its Subsidiaries from any Asset Sale or Recovery Event in respect of which a consent Reinvestment Notice has been delivered (or is delivered within 30 days), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the consummation Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Recovery Event, as set forth in Section 5.5(d) and (ii) no prepayment of the Loans shall be required to be made under this Section 5.5(b) in respect of $500,000,000 in the aggregate of Net Cash Proceeds received by Holdings or any Disposition not permitted of its Subsidiaries from any Asset Sale or Recovery Event in respect of which a Restricted Payment Notice has been delivered that specifies the amount of such Net Cash Proceeds to be applied by Parent in respect of the PIERS Repurchase or refinancing or repayment of Indebtedness under any Indenture of Parent, as applicable, so long as, on each Restricted Payment Prepayment Date, the Loans shall be prepaid by an amount equal to the Restricted Payment Prepayment Amount with respect to the relevant Asset Sale or Recovery Event as set forth in Section 6.45.5(d). (c) Subject to the last sentence of this paragraph, if, for any fiscal year of Holdings commencing with the fiscal year ending December 31, 2007, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Tranche B Term Loans shall be prepaid by an amount equal to 50% of such Excess Cash Flow, as set forth in Section 5.5(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the earlier of (i) the date on which the financial statements of Holdings referred to in Section 8.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. 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 3.5 to 1.0. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued the prepayment of the Tranche B Term Loans and, second, after the Tranche B Term Loans have been prepaid in full, to prepay the Revolving Credit Loans, Multicurrency Loans and/or Swing Line Loans pro rata according to the respective Revolving Credit Percentages and unpaid interest onMulticurrency Percentages of the relevant Lender (in each case without any corresponding reduction of the Commitments hereunder). The application of any prepayment of Loans under any Facility pursuant to this Section shall be made, and expenses in respect offirst, the to Base Rate Loans and the Additional Notesunder such Facility and, (ii) second, to repay Eurocurrency Loans under such Facility. Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans and Multicurrency Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Pending the final application of Net Cash Proceeds, the Borrowers may temporarily prepay outstanding Revolving Credit Loans, (iii) thirdMulticurrency Loans and/or Swing Line Loans or otherwise make Permitted Investments. Notwithstanding any of the other provisions of this Section 5.5, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Loans is required to be made under this Section 5.5, prior to the permanent reduction last day of the Interest Period therefor and less than three months are remaining in such Interest Period, in lieu of making any payment pursuant to this Section 5.5 in respect of any unused portion such Eurocurrency Loan prior to the last day of the Commitment andInterest Period therefor, the relevant Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a cash collateral account maintained with 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 the Borrowers or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 5.5. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 5.5.

Mandatory Prepayments and Commitment Reductions. (a) Unless If, after the Required Lenders shall otherwise agreeEffective Date, if any Extraordinary Receipt Capital Stock or Indebtedness shall be receivedissued or Incurred by the Borrower or any of its Subsidiaries (excluding (i) any issuance of Capital Stock by the Borrower to Cablevision or Rainbow or any of their Subsidiaries, or Indebtedness is incurred, except for (ii) any Indebtedness permitted under subsection 7.2 and (iii) any adjustment of the "Profit Percentage" (as defined in the Limited Partnership Agreement) of ITT MSG (or any Person substituted for ITT MSG as a limited partner of the Borrower) in connection with the contribution of the Aircraft to the Borrower or any of its Subsidiaries as contemplated by Section 6.3the Aircraft Contribution Agreement and the Limited Partnership Agreement), by any Group Member, then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, Incurrence toward the prepayment of the Term Loans shall be prepaid and to the Commitments shall be reduced by an amount equal to reduction in the amount of the Net Cash Proceeds of such receipt or incurrence, Revolving Credit Commitments and Overdraft Commitment as set forth in Section 2.5(csubsection 2.10(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if 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 except for (unless the proceeds of such Recovery Event have begun to be applied within 180 days of such date to reconstruct or purchase property substantially similar to that which was the subject of such Recovery Event) then such Net Cash Proceeds shall be applied, within five Business Days after such date (or, in the case of a Recovery Event, the proceeds of which are not applied within the time period and/or in the manner described above, upon the lapse of such time period or upon the failure to so apply such proceeds), toward the prepayment of the Term Loans and the reduction in the amount of the Revolving Credit Commitments and Overdraft Commitment as set forth in subsection 2.10(d); provided that (x) (i) so long as the sale Consolidated Leverage Ratio is greater than 6.0 to 1.0, 50% of inventory in the ordinary course Net Cash Proceeds from Signage Sales from and after the Effective Date shall be excluded from the requirement to so prepay the Term Loans and reduce the amount of business the Revolving Credit Commitments and Overdraft Commitment and (ii) proceeds that are subject to a prior lien or that are required to be paid to so long as the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andConsolidated Leverage

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if If on any date prior to such date as the Loans and the other obligations under the Loan Documents then due and payable shall have been paid in full: (i) any Group Member shall receive Net Cash Proceeds from Disposition of any Asset Sale or Recovery Event except for portion of the Collateral, (iii) the sale Borrower shall receive as the direct or indirect holder of inventory in any portion of the Collateral, any Non-Recurring Distribution, or (iii) the Borrower or any of its Affiliates (other than CQP, Subsidiaries of CQP, Freeport LNG Development, L.P. and Subsidiaries of Freeport LNG Development, L.P.) shall receive any amounts lent or otherwise distributed outside the ordinary course of business and from CQP, a Subsidiary of CQP, Freeport LNG Development, L.P. or a Subsidiary of Freeport LNG Development, L.P. (any such amount received as described in clause (i), (ii) proceeds that are subject to or (iii) of this Section 3.2(a), a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds“Prepayment Offer Amount”), the Borrower shall notify the Administrative Agent of the receipt of the applicable Prepayment Offer Amount within one Business Day after each date on which all such Prepayment Offer Amounts received exceed $20,000,000 in the aggregate and offer in such notice to prepay the Loans shall be prepaid and the Commitments shall be reduced by having an aggregate principal amount equal to the aggregate amount of such Net Cash Proceeds, the Prepayment Offer Amounts as set forth in Section 2.5(c3.2(b); provided that the Borrower shall deposit such Prepayment Offer Amounts in a collateral account (subject to documentation in form and substance satisfactory to the Administrative Agent) one Business Day after the date on which such amounts are received until such amounts shall aggregate in excess of $20,000,000 and so be required to be offered. The provisions Administrative Agent shall forthwith transmit any such offer of this Section 2.5 do not constitute a consent prepayment to the consummation Lenders. Each Lender deciding to receive its pro rata share of any Disposition amount so offered shall so notify the Administrative Agent within five (5) Business Days of its receipt of notice thereof. If any Lender declines to accept such offer of prepayment, then the amount of the Loans of each accepting Lender to be prepaid shall be increased to a portion of the Prepayment Offer Amount in proportion to its pro rata share of the Loans of all Lenders accepting such offer. The Administrative Agent shall forthwith transmit any such acceptances to the Borrower, and the Borrower shall make any such prepayments within one (1) Business Day of its receipt of notice thereof from the Administrative Agent. For avoidance of doubt, the $20,000,000 threshold shall apply anew after each making of prepayment offers. The Borrower shall be free to retain, use or apply, for any purpose not permitted by Section 6.4otherwise prohibited hereunder, any funds not so required to be deposited in a collateral account or to make prepayments. (cb) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to paragraph (a) of this Section 3.2 shall be applied, pro rata such that if any mandatory prepayment notice is given (i) firstat any time on or prior to the first anniversary of the Closing Date, an amount equal to pay accrued and unpaid interest on, and expenses 103% of the principal amount specified in respect of, the Loans and notice shall be payable on the Additional Notesdate specified therein, (ii) secondat any time after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, an amount equal to repay 102% of the Loans, principal amount specified in the notice shall be payable on the date specified therein; (iii) third, at any time after the second anniversary of the Closing Date and on or prior to the permanent reduction of any unused portion third anniversary of the Commitment andClosing Date, an amount equal to 101% of the principal amount specified in the notice shall be payable on the date specified therein; and (iv) at any time thereafter, an amount equal to 100% of the principal amount specified in the notice shall be payable on the date specified therein, in each case together with accrued interest to such date on the amount prepaid. (i) No later than three Business Days after the occurrence of a Change of Control, the Borrower shall offer to each Lender (by delivery of a prepayment offer to the Administrative Agent) to prepay all (but not part) of its outstanding Loans in accordance with this paragraph. The prepayment offer shall be irrevocable and shall state: (i) the proposed date of such prepayment (which date shall be no earlier than five Business Days and no later than 30 Business Days from the date of the applicable Change of Control); (ii) the prepayment price (which, with respect to each Lender, shall be calculated as the sum of 101% of the aggregate principal amount of the outstanding Loans made by such Lender, and all accrued interest on the principal amount being prepaid); (iii) that each Lender that accepts such prepayment offer must accept such offer with respect to all (but not part) of its Loans; (iv) that each Lender must accept such offer by delivering notice of such acceptance to the Administrative Agent within 30 days after the date the Borrower makes its offer to such Lender (the “Offer Period”); and (v) in reasonable detail, the nature of the applicable Change of Control and the projected impact of such Change of Control on the operations of Parent and its Subsidiaries or the Borrower, as the case may be. (ii) The Borrower shall comply with the terms of each such prepayment offer. Each Lender shall have the right to accept such offer prior to the expiration of the applicable Offer Period.

Mandatory Prepayments and Commitment Reductions. (a) Unless In the Required Lenders shall otherwise agreeevent of any termination of all the Commitments (including pursuant to Section 2.09 or Section 2.13(b) or (d)), if any Extraordinary Receipt shall be receivedthe Borrower shall, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such termination, repay or prepay all its outstanding Borrowings. If, after giving effect to any partial reduction in the Commitments or at any other time (including pursuant to Section 2.09 or Section 2.13(b) or (d)), the Aggregate Revolving Credit Exposure would exceed the Total Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Borrowings in an amount sufficient to eliminate such excess. (b) On each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrenceincurrence by the Borrower or any Restricted Subsidiary of (x) Indebtedness pursuant to ‎Section 6.04(xvi) or (y) Incremental Advance Rate MSR Indebtedness, (i) the Borrower shall, on such date and in accordance with the requirements of ‎Section 2.13(e), prepay any outstanding Loans in an amount equal to the lesser of (A) 100% of the Net Cash Proceeds of the respective issuance or incurrence of such Indebtedness and (B) the aggregate principal amount of such Loans then outstanding, and (ii) the Commitments shall, on such date and in accordance with the requirements of ‎Section 2.13(e), be automatically and permanently reduced by an amount equal to 100% of the Net Cash Proceeds of the respective issuance or incurrence of such Indebtedness. (c) If for any reason, at any time, an RC Asset Coverage Ratio Deficiency exists, the Borrower shall, within two Business Days after the applicable Compliance Certificate Date and in accordance with the requirements of Section 2.13(f), prepay the Loans in an amount equal to the amount necessary to cause the RC Asset Coverage Ratio to equal 1.00:1.00 on a Pro Forma Basis after giving effect to such prepayment. (d) If for any reason, as of the last day of any calendar month, a Total Asset Coverage Ratio Deficiency exists, the Commitment shall by no later than two Business Days after the applicable Compliance Certificate Date and in accordance with the requirements of ‎Section 2.13(b), be prepaid automatically and the Commitments shall be permanently reduced by an amount equal to the amount of necessary to cause the Net Cash Proceeds of Total Asset Coverage Ratio to equal 2.50:1.00 on a Pro Forma Basis after giving effect to such receipt or incurrence, as set forth in Section 2.5(c). The reduction (and the provisions of this Section do not constitute a consent ‎Section 2.13(a) shall apply to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Memberextent applicable). (be) Unless In the Required event that the Borrower or any of its applicable Restricted Subsidiaries ceases to meet the qualifications for maintaining all Approvals, such Approvals are revoked or such Approvals are materially modified in a manner materially adverse to the Lenders, and such cessation, revocation or material modification continues to exist for a period of thirty (30) days from the first occurrence thereof, the Borrower shall promptly prepay the Loans in full; (f) Each amount required to be applied pursuant to Section 2.13 in accordance with this ‎Section 2.13(b) shall be applied pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. Each reduction in Commitments required pursuant to this Section 2.13 shall be applied pro rata according to the respective Commitments of the Lenders at such time. (g) The Borrower shall otherwise agreedeliver to the Administrative Agent, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale at the time of each mandatory repayment or Recovery Event except for prepayment of Loans or reduction in Commitments required under this ‎Section 2.13, (i) a certificate signed by an Authorized Officer of the sale Borrower setting forth in reasonable detail the calculation of inventory in the ordinary course amount of business such repayment, prepayment and/or reduction and (ii) proceeds that are subject to a at least three Business Days prior lien or that are required to be paid to the holder written notice of a prior liensuch repayment, other than a Primed Lienprepayment and/or reduction. Each notice of repayment, then on prepayment and/or reduction shall specify (x) the date of receipt by such Group Member repayment, prepayment and/or reduction, (y) the Type of such Net Cash Proceedseach Loan, if any, being repaid or prepaid and (z) the principal amount of the Loans to be repaid or prepaid and/or the amount by which the Commitments are to be reduced. All repayments and prepayments of Borrowings under this ‎Section 2.13 shall be prepaid subject to ‎Section 2.16 but shall otherwise be without premium or penalty and the Commitments shall be reduced by an amount equal to the amount (other than prepayments of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do ABR Loans that are not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied made in connection with prepayments and Commitment reductions made pursuant to this Section the termination or permanent reduction of the Commitments) shall be applied, (i) first, to pay accompanied by accrued and unpaid interest on, and expenses in respect of, on the Loans and principal amount to be prepaid to but excluding the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction date of any unused portion of the Commitment andpayment.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be receivedincurred by Parent, Holdings or Indebtedness is incurred, except for the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by Section 6.39.3 other than (i) Section 9.3(a) (to the extent pertaining to Refinancing Notes or Refinancing Term Loans), (ii) Section 9.3(n)(i) (to the extent the Net Cash Proceeds of such Indebtedness are not applied by any Group Memberthe Borrower to purchase Term Loans pursuant to an Auction as set forth in Section 5.19) and (iii) Section 9.3(n)(ii) (to the extent the Net Cash Proceeds thereof are not used to finance a Permitted Acquisition or to make the Investments specified in Section 9.3(n)(ii))), then then, on the date of such issuance or incurrence, incurrence the Term Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to the amount 100% of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c5.5(d) (provided however that, solely in the case of Indebtedness incurred under Section 9.3(n)(ii). The provisions of this , the Borrower shall be required to make the prepayments in the amounts set forth in such section, which shall be applied as set forth in Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member5.5(d)). (b) Unless the Required Lenders shall otherwise agree, if 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 except for (i) Event, the sale of inventory in Loans shall be prepaid, on or before the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on date which is five Business Days following the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c5.5(d). The provisions ; provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under this Section 2.5 do 5.5(b) in respect of (i) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from Asset Sales or Recovery Events in any fiscal year not constitute to exceed $15,000,000 in the aggregate, (ii) the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale or Recovery Event in respect of which a consent Reinvestment Notice has been delivered (or is delivered within 30 days), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the consummation Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Recovery Event, as set forth in Section 5.5(d) and (iii) RP Eligible Proceeds, to the extent such RP Eligible Proceeds are designated as such within 120 days, and used within 180 days, of any the Disposition not which is the source of such RP Eligible Proceeds to make a Restricted Payment permitted by to be made under Section 6.49.6(h). (c) Amounts Subject to the last sentence of this paragraph, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid as set forth in Section 5.5(d) by an amount equal to (x) the ECF Percentage of such Excess Cash Flow during such fiscal year minus, to the extent not paid or financed with Net Cash Proceeds of secured Indebtedness (other than Revolver Indebtedness), (y) all voluntary principal payments of the Term Loans during such fiscal year (other than in connection with an Auction) and all voluntary principal payments in respect of Revolver Indebtedness (to the extent accompanied by an equivalent permanent reduction in commitments thereunder). Each such prepayment shall be made on July 15 of the following fiscal year, beginning on July 15, 2013 (an “Excess Cash Flow Application Date”). (d) Subject to Section 5.11(d), amounts to be applied in connection with prepayments made pursuant to this Section 5.5 shall be applied, first, pro rata to the Tranche A Term Loans and Commitment reductions made the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, to such other Term Loans (based on the amount of Term Loans under each Facility requiring such a payment), and after giving effect to the foregoing, to the payment of the installments due on such Term Loans within each such Facility in direct order of maturity for the next four quarters, and thereafter to the pro rata prepayment of the Term Loans within each such Facility (inclusive of the final payment due at the maturity of each such Facility), second, after the Tranche A Term Loans, the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, such other Term Loans, have been prepaid in full, to prepay the Revolving Credit Loans and/or Swing Line Loans pro rata according to the respective pro rata share of the relevant Lender (in each case without any corresponding reduction of the Commitments hereunder), and third, to cash collateralize outstanding Letters of Credit. The application of any prepayment of Loans under any Facility pursuant to this Section shall be appliedmade, first, to Base Rate Loans under such Facility and, second, to Eurocurrency Loans under such Facility. Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Pending the final application of Net Cash Proceeds, the Borrower may temporarily prepay outstanding Revolving Credit Loans and/or Swing Line Loans or otherwise make Permitted Investments. For the avoidance of doubt, Retained Declined Proceeds shall not be required to be used to make mandatory prepayments under this Section 5.5. (e) Notwithstanding any other provisions of this Section 5.5, (i) firstto the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 5.5(b) (a “Foreign Disposition”), the Net Cash Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Casualty Event”), or Excess Cash Flow is prohibited or delayed by applicable local law from being repatriated to pay accrued and unpaid interest onthe United States (in each case, other than Foreign Dispositions, Foreign Casualty Events or Excess Cash Flow made by or attributable to any Designated Foreign Subsidiary, and expenses with respect to such Foreign Dispositions, Foreign Casualty Events or Excess Cash Flow this Section 5.5(e) shall not apply; provided that if, pursuant to a Change in respect ofLaw after the Closing Date, the cash held by any such Designated Foreign Subsidiaries becomes prohibited from being repatriated to the United States pursuant to a Requirement of Law, then the Net Cash Proceeds of Foreign Dispositions and Foreign Casualty Events and Excess Cash Flow, in each case attributable to such Designed Foreign Subsidiaries, shall, for so long as such Requirement of Law so prohibits such repatriation, be subject to this Section 5.5(e)), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 5.5(c), or the Borrower shall not be required to make a prepayment at the time provided in Section 5.5(b), as the case may be. Instead, such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the Additional Notesapplicable local law, 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 three Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 5.5 to the extent provided therein and (ii) secondto the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow would have a material adverse tax cost consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to repay the Loanssuch Net Cash Proceeds or Excess Cash Flow, (iii) thirdthen, to the permanent reduction extent that such material adverse tax cost consequence is not directly attributable to actions taken by the Parent, the Borrower or any of their Subsidiaries with the intent of avoiding or reducing the mandatory prepayments otherwise required under this Section 5.5, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 5.5 (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower apply an amount equal to 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) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary. Notwithstanding any of the other provisions of this Section 5.5, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Loans is required to be made under this Section 5.5 prior to the last day of the Interest Period therefor and less than three months are remaining in such Interest Period, in lieu of making any payment pursuant to this Section 5.5 in respect of any unused portion such Eurocurrency Loan prior to the last day of the Commitment andInterest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made into a cash collateral account maintained with 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 the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 5.5. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 5.5. In respect of any of the mandatory prepayments set forth in this Section 5.5(a), (b) or (c), Borrower shall deliver to the Administrative Agent (for prompt delivery to the Lenders) at least five Business Days prior to the date of any such prepayment (the date specified for such prepayment, the “Mandatory Prepayment Date”), a prepayment notice that shall specify the Mandatory Prepayment Date and amount of prepayment and the events giving rise to such prepayment.

Mandatory Prepayments and Commitment Reductions. (ai) Unless (A) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Required Lenders Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall otherwise agreeconstitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, if any Extraordinary Receipt the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be receivedpermanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (i) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or Indebtedness is incurred, except for Indebtedness permitted cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 6.39.5 (x) in (1) any one or more businesses; provided, by that such investment in any Group Memberbusiness is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, then on as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such issuance commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or incurrenceany Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds. (ii) If a Change of Control occurs, the Borrower shall prepay the entire principal amount of the Loans shall be prepaid on or prior to the date which is ninety (90) days after the date of such Change of Control and the Total Revolving Credit Commitments shall be permanently reduced by an amount equal to $0. (iii) The Borrower shall notify the amount Agent in writing of any mandatory prepayment of Loans and corresponding reduction of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions Total Revolving Credit Commitments required to be made pursuant to clauses (i) through (ii) of this Section do not constitute a consent 2.3(b) at least three (3) Business Days prior to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member prepayment. Each such notice shall specify the date of such Net Cash Proceeds, the Loans shall be prepaid prepayment and the Commitments shall be reduced by an amount equal to provide a reasonably detailed calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c)prepayment. The provisions Agent will promptly notify each Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender (a “Declining Lender”, and any Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice (such notice, a “Rejection Notice”) that any mandatory prepayment otherwise required to be made with respect to the Loans held by such Lender pursuant to clause (i) of this Section 2.5 do 2.3(b) not constitute a consent be made, in which event the portion of such prepayment or commitment reduction which would otherwise have been applied to the consummation Loans of the Declining Lenders shall instead be retained by the Borrower. If a Lender fails to deliver a Rejection Notice within the time frame specified above, any Disposition not permitted by Section 6.4such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. (civ) Amounts to be applied If for any reason the aggregate amount of Loans outstanding at any time exceeds the aggregate Total Revolving Credit Commitments then in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect ofeffect, the Borrower shall promptly prepay Loans and the Additional Notes, (ii) second, in an aggregate amount equal to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andsuch excess.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2), then 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 or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.11. (b) Unless Subject to clauses (d) and (i) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the Required Lenders ECF Percentage for such period of such Excess Cash Flow over (ii) in each case at the option of the Borrower Representative and 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 as the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall otherwise agreebe added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of UK Holdco referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date date, UK Holdco or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except for in excess of (i) the sale greater of inventory $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in the ordinary course any single transaction or series of business related transactions and (ii) proceeds with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.11; provided that, notwithstanding the foregoing, on 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 Term Loans as set forth in Section 2.11(g). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Borrower Representative 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 subject prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of 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 prior lien material risk of breach of fiduciary or that are 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 reasonably be expected to 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 paid applied to repay Loans at the holder times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of a prior lien, other than a Primed Lien, then on the date of 360 days from receipt by such Group Member of such Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, as the case may be, such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term 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 Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) 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 E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be prepaid approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment 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 Commitments Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Lender’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall be reduced by deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an amount equal to Officer’s Certificate setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4prepayment. (cg) Amounts to be applied in connection with any mandatory prepayments and Commitment reductions made pursuant to this Section 2.11 shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are 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 provision of this Section 2.11, if any prepayment of Eurocurrency Loans or Term SOFR 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 Eurocurrency Loans or Term SOFR 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 Eurocurrency Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Event of 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 Eurocurrency Loans or Term SOFR 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 clause (h) pending application to any Eurocurrency Loans or Term SOFR Loans shall be held and applied to the satisfaction of such Eurocurrency Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein. (i) firstNotwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to pay accrued and unpaid interest onthe control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and expenses the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect ofof such Asset Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow 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 or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans and in accordance with the Additional Notes, terms hereof (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andextent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member[Intentionally Omitted.] (b) Unless the Required Prepayment Lenders shall otherwise agreeagree with the consent of the Borrowers, subject to Section 2.18(d), if any Funded Debt shall be incurred by either of the Borrowers or any of their respective Subsidiaries (excluding 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 incurrence 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 2.12(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). (c) 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 except for then, unless a Reinvestment Notice is permitted to be delivered in respect thereof and is so delivered within 10 days from the date that such Net Cash Proceeds are received, such Net Cash Proceeds shall be applied within 10 days from the date that such Net Cash Proceeds are received 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 2.12(e); 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 and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments on the date so received; provided, further, that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 ordinary course aggregate during the term of business 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) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.12(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) Amounts [Intentionally Omitted.] (e) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Tranche B Term Loans, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the prepayment of the Tranche C Term Loans, (iii) third, to repay any amounts outstanding under the Revolving Credit Commitment (but without resulting in a permanent reduction of any unused portion the Revolving Credit Commitment) and, fourth, to such Borrower or such other Person as shall be lawfully entitled thereto. Any such reduction of the Commitment Revolving Credit Commitments shall be accompanied by prepayment of the Revolving 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 Credit Loans then outstanding is less than the amount of the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in immediately available funds in a cash collateral account established with the Administrative Agent for the benefit of the 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 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 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) 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) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than Excluded Indebtedness), then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans (and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that (i) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to Section 8.2(a)(xv), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is greater than or equal to 4.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans (and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to Section 8.2(a)(xv), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is less than 4.0 to 1.0 after giving effect thereto, only 50% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans (and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 4.2(g). (b) If any Capital Stock shall be issued or sold by any Group Member (other than issuances of Capital Stock to any Group Member or as contemplated by Section 8.6(d)), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrencesale toward the prepayment of the Term Loans (and, if applicable, the Loans shall be prepaid reduction of any unused Tranche A Term Commitments) and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Commitments as set forth in Section 2.5(c4.2(g). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject respect thereof, an amount equal to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member 100% of such Net Cash ProceedsProceeds shall be applied on such date toward the prepayment of the Term Loans (and, if applicable, the Loans shall be prepaid reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments shall be reduced by as set forth in Section 4.2(g); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceedsthe Term Loans (and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to 4.2(g) and (ii) the consummation Borrower shall use the Net Cash Proceeds of any Disposition not permitted by to prepay Term Loans (and, if applicable, reduce any unused Tranche A Term Commitments) and reduce the Revolving Commitments as set forth in Section 6.4. (c4.2(g) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant the extent necessary to this Section shall be applied, (i) first, avoid having to pay accrued and unpaid interest on, and expenses in respect ofprepay or to offer to prepay any of the Notes, the Loans and the Existing Subordinated Notes or any Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andHigh Yield Debt.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Majority Facility Lenders of each affected Facility shall otherwise agree, agree with the Borrower not to require such a prepayment of the Term Loans, (i) if any Extraordinary Receipt Capital Stock shall be receivedissued by the Borrower or any of its Subsidiaries for cash (other than the issuance by the Borrower of Capital Stock to directors, officers or employees or to consultants pursuant to any stock option plan of the Borrower or any Subsidiary the Net Cash Proceeds of which shall not exceed in the aggregate $5,000,000 in any fiscal year unless such issuance is made pursuant to the employee stock purchase plan of the 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 is incurred, except for shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by incurred in accordance with Section 6.3, by any Group Member, then 7.2) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Majority Facility Lenders of each affected Facility shall otherwise agreeagree with the Borrower not to require such a prepayment of the Term Loans, 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 except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans Proceeds shall be prepaid and applied on such date toward the Commitments shall be reduced by prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans as set forth in Section 2.5(c2.12(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the Excess Cash Flow Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than 5 Business Days after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are delivered to the Lenders. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be appliedapplied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.12 shall be made, (i) first, to pay accrued and unpaid interest onABR Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay Eurodollar Loans. Each prepayment of the Loans, (iii) third, Term Loans under Section 2.12 shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, : (i) if the Borrower or any Extraordinary Receipt shall be received, of its Subsidiaries incurs any Indebtedness or Indebtedness is incurred, issues any Disqualified Stock after the Closing Date (except for any incurrence of Indebtedness permitted by under Section 6.37.2), by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to 100% of all Net Cash Proceeds of such incurrence or issuance shall be applied within one Business Day of such incurrence or issuance toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c), PROVIDED, that notwithstanding the foregoing the proceeds of any Permitted Refinancing may be applied by the Borrower to the redemption or purchase of the Senior Subordinated Notes; (ii) if the Borrower or any of its Subsidiaries issues any Capital Stock (other than any Disqualified Stock) after the Closing Date (other than (1) Capital Stock, the proceeds of which are used solely to fund Permitted Acquisitions or constitute or to redeem or repurchase Senior Subordinated Notes and premiums, costs and expenses associated therewith and Capital Stock constituting consideration payable in a Permitted Acquisition, (2) the Preferred Stock and (3) Capital Stock the proceeds of which are used to redeem the Preferred Stock in accordance with and subject to the limits set forth in the Certificates of Designation and premiums, costs and expenses associated therewith), an amount equal to 50% of the Net Cash Proceeds of such receipt or incurrence, issuance shall be applied within one Business Day of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.12(c). The provisions ; (iii) if the Borrower or any of this Section do not constitute a consent its Subsidiaries sells the SA Station and/or the SF Station, an amount equal to 100% of the issuance Net Cash Proceeds of any equity securities by such sale in excess of $25,000,000 (until $25,000,000 of such Net Cash Proceeds has been applied toward the prepayments described in this subsection (iii)) and thereafter 50% of such Net Cash Proceeds, shall be applied within one Business Day of receipt thereof toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c); and (iv) if the Borrower or any entity whose equity securities are pledged pursuant of its Subsidiaries receives any purchase price refund or other adjustment in respect of the KXOL Acquisition, an amount equal to 100% of the Orderssuch refund or other adjustment (other than such portion, if any, of such refund or a consent to other adjustment that is paid in respect of liabilities of radio station KXOL-FM) shall be applied within one Business Day of receipt thereof toward the incurrence prepayment of any Indebtedness by any Group Memberthe Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c). (b) 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 (other than an Asset Sale described above in Section 2.12(a)(iii)) or Recovery Event except for then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c); PROVIDED that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not, when added to all amounts previously excluded pursuant to a Reinvestment Notice and not yet reinvested in assets useful in the ordinary course Borrower's business, exceed $60,000,000 in respect of business any single Asset Sale or $100,000,000 in any fiscal year of the Borrower and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.5(c2.12(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, FIRST, to the prepayment of the Term Loans pro rata against the remaining installments thereof (PROVIDED that each Term Loan Lender may decline such prepayment, and if any Term Loan Lender elects to so decline (i) first, each Term Loan Lender that has not so declined shall be offered the option to pay accrued receive its pro rata share of any such declined prepayments and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) secondsuch process shall continue until either (x) all such prepayments are applied to the Term Loans then outstanding or (y) none of the Term Loan Lenders will accept any remaining declined prepayments), SECOND, following payment in full of the Term Loans, to repay reduce permanently the LoansRevolving Credit Commitments and, (iii) thirdTHIRD, to the permanent Borrower or such other Person as shall be lawfully entitled thereto. Any such reduction of any unused portion the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or 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 Swing Line Loans then outstanding is less than the amount of 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 immediately available funds in a cash collateral account established with the Administrative Agent for the benefit of the 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 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 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 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 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 Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. All prepayments and Commitment andreductions made pursuant to this Section 2.12 shall be made without penalty or premium, PROVIDED that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Capital Stock shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, issued by any Group MemberMember to any Person that is not a Group Member (other than Capital Stock of the U.S. Borrower issued (x) to employees of the U.S. Borrower and its Subsidiaries pursuant to the U.S. Borrower’s 401(k) plan or to employees of the Canadian Borrower and its Subsidiaries pursuant to the Xxxxx Xxxx Stock Purchase Plan or (y) in connection with the exercise of options issued to employees, then consultants and directors of the U.S. Borrower and its Subsidiaries), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans as set forth in Section 2.18(e); provided that no such application shall be prepaid made and the Commitments no such prepayment shall be reduced required if (a) the Consolidated Leverage Ratio, for the four fiscal quarters ended on the last day of the two fiscal quarters ended immediately preceding the date on which such application would otherwise be made, was less than 3.00 to 1.00 and (b) no Default or Event of Default is continuing or will result therefrom. (b) If any Indebtedness shall be issued or incurred by any Group Member subsequent to the Closing Date (excluding any Indebtedness incurred in accordance with Sections 7.2 (a) through (j)), an amount equal to the amount 100% of the Net Cash Proceeds thereof shall be applied on the date of such receipt or incurrence, incurrence toward the prepayment of the Term Loans as set forth in Section 2.5(c2.18(e). The provisions ; provided that no such application shall be made and no such prepayment shall be required if (a) the Consolidated Leverage Ratio, for the four fiscal quarters ended on the last day of this Section do not constitute a consent the two fiscal quarters ended immediately preceding the date on which such application would otherwise be made, was less than 3.00 to the issuance 1.00 and (b) no Default or Event of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, Default is continuing or a consent to the incurrence of any Indebtedness by any Group Memberwill result therefrom. (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except which, when aggregated with all other Net Cash Proceeds from Asset Sales or Recovery Events, respectively, theretofore received by the Group Members during the fiscal year of the U.S. Borrower in which such date occurs, exceeds $10,000,000 for all such Asset Sales or Recovery Events, as the case may be, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds in excess of $10,000,000 shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.18(e); provided that notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory in Asset Sales that may be excluded from the ordinary course of business and foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000, (ii) proceeds the aggregate Net Cash Proceeds of Recovery Events that are subject may be excluded from the foregoing requirement pursuant to a prior lien or that are required to be paid to the holder of a prior lienReinvestment Notice shall not exceed $25,000,000 and (iii) on each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans as set forth in Section 2.5(c2.18(e). The provisions ; provided that no such application shall be made and no such prepayment shall be required if (a) the Consolidated Leverage Ratio, for the four fiscal quarters ended on the last day of this Section 2.5 do not constitute a consent the two fiscal quarters ended immediately preceding the date on which such application would otherwise be made, was less than 3.00 to the consummation 1.00 and (b) no Default or Event of any Disposition not permitted by Section 6.4Default is continuing or will result therefrom. (cd) Amounts to If on any date any Group Member shall receive Net Cash Proceeds from any Securitization Transaction, such Net Cash Proceeds shall be applied on such date toward the permanent reduction of the Revolving Commitments as set forth in connection with Section 2.18(e); provided that no such application shall be made and no such permanent reduction shall be required if (a) the Consolidated Leverage Ratio, for the four fiscal quarters ended on the last day of the two fiscal quarters ended immediately preceding the date on which such application would otherwise be made, was less than 3.00 to 1.00 and (b) no Default or Event of Default is continuing or will result therefrom. (e) Any prepayments and Commitment reductions made pursuant to paragraph (a) and (b) of this Section shall be applied, (ix) in the case of Indebtedness incurred or Capital Stock issued by the U.S. Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries or any other Foreign Subsidiary of the U.S. Borrower) to the prepayment of the U.S. Term Loans (ratably to the remaining installments thereof), and (y) in the case of Indebtedness incurred or Capital Stock issued by the Canadian Borrower or any of its Subsidiaries or any other Foreign Subsidiary of the U.S. Borrower to the prepayment of the Canadian Term Loans (ratably to the remaining installments thereof). Any prepayments made pursuant to paragraph (c) of this Section, to the extent the assets that are the subject of any Asset Sale or Recovery Event are owned by the U.S. Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries or any other Foreign Subsidiary of the U.S. Borrower) shall be applied to the prepayment of the U.S. Term Loans (ratably to the remaining installments thereof). Any prepayments made pursuant to paragraph (c) of this Section, to the extent the assets that are the subject of any Asset Sale or Recovery Event are owned by the Canadian Borrower or any of its Subsidiaries or any other Foreign Subsidiary of the U.S. Borrower shall be applied to the prepayment of the Canadian Term Loans (ratably to the remaining installments thereof). Any Commitment reductions made pursuant to paragraph (d) of this Section, to the extent the assets that are the subject of any Securitization Transaction are owned by the U.S. Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries or any other Foreign Subsidiary of the U.S. Borrower) shall be applied to the ratable permanent reduction of the U.S. Revolving Commitment and the U.S. Swingline Commitment. Any Commitment reductions made pursuant to paragraph (d) of this Section, to the extent the assets that are the subject of any Securitization Transaction are owned by the Canadian Borrower or any of its Subsidiaries or any other Foreign Subsidiary of the U.S. Borrower shall be applied to the ratable permanent reduction of the Canadian Revolving Commitment and the Canadian Swingline Commitment. (f) Any reduction of the U.S. Revolving Commitments pursuant to this Section 2.18 shall be accompanied by prepayment of the U.S. Revolving Loans to the extent, if any, that the Total U.S. Revolving Extensions of Credit exceed the amount of the Total U.S. Revolving Commitments as so reduced, provided that if the aggregate principal amount of U.S. Revolving Loans then outstanding is less than the amount of such excess (because U.S. L/C Obligations constitute a portion thereof), the U.S. Borrower shall, to the extent of the balance of such excess, replace outstanding U.S. Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the U.S. Administrative Agent, for the benefit of the U.S. Lenders, on terms and conditions satisfactory to the U.S. Administrative Agent. Any reduction of the Canadian Revolving Commitments pursuant to this Section shall be accompanied by prepayment of the Canadian Revolving Loans to the extent, if any, that the Canadian Dollar Equivalent of the Total Canadian Revolving Loans exceed the amount of the Total Canadian Revolving Commitments as so reduced. Any reduction of the Canadian Swingline Commitment pursuant to this Section shall be accompanied by prepayment of the Canadian Swingline Loans to the extent, if any, that the aggregate then outstanding amount of the Canadian Swingline Extensions of Credit exceeds the amount of the Canadian Swingline Commitment as so reduced, provided that if the aggregate principal amount of Canadian Swingline Loans then outstanding is less than the amount of such excess (because Canadian L/C Obligations constitute a portion thereof), the Canadian Borrower shall, to the extent of the balance of such excess, replace outstanding Canadian Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Canadian Swingline Lender, on terms and conditions satisfactory to the Canadian Swingline Lender. Any reduction of the U.S. Swingline Commitment pursuant to this Section shall be accompanied by prepayment of the U.S. Swingline Loans to the extent, if any, that the aggregate then outstanding amount of the U.S. Swingline Extensions of Credit exceeds the amount of the U.S. Swingline Commitment as so reduced. The application of any prepayment pursuant to this Section shall be made, first, to pay accrued and unpaid interest onABR Loans, and expenses in respect ofU.S. Base Rate Loans or C$ Prime Loans, as the Loans and the Additional Notescase may be, (ii) and, second, to repay Eurodollar Loans. Each prepayment of the Loans under this Section (except in the case of Revolving Loans that are ABR Loans, (iiiU.S. Base Rate Loans, C$ Prime Loans, Canadian Swingline Loans or U.S. Swingline Loans) third, shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than Excluded Indebtedness), then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that (i) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) or (xviii) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is greater than or equal to 4.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) or (xviii) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is less than 4.0 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section. (b) If any Capital Stock shall be issued or sold by any Group Member (other than issuances of Capital Stock to any Group Member or as contemplated by Section 8.6(d)), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, sale toward the prepayment of the Term Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount reduction of the Net Cash Proceeds of such receipt or incurrence, Revolving Commitments as set forth in Section 2.5(c4.2(g). The provisions of this Section do not constitute a consent ; provided that to the extent that the Consolidated Leverage Ratio as of the date of such issuance or sale of Capital Stock, calculated on a pro forma basis after giving effect to the such issuance or sale (and any equity securities by any entity whose equity securities are pledged required repayments hereunder), is less than 4.5 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Memberthis Section. (bc) Unless the Required Lenders shall otherwise agree, if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject respect thereof, an amount equal to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member 100% of such Net Cash Proceeds, the Loans Proceeds shall be prepaid applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments shall be reduced by as set forth in Section 4.2(g); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to 4.2(g) and (ii) the consummation Borrower shall use the Net Cash Proceeds of any Disposition not permitted by to prepay Term Loans and reduce the Revolving Commitments as set forth in Section 6.44.2(g) to the extent necessary to avoid having to prepay or to offer to prepay any of the Notes, any Additional Senior Subordinated Debt or any Additional Senior Unsecured Notes. (cd) If, for any fiscal year of the Borrower 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 Commitments as set forth in Section 4.2(g); provided that the amount of any prepayment of Term Loans and reduction of Revolving Commitments required pursuant to this Section 4.2(d) shall be reduced by the amount of any optional prepayments of Term Loans and optional prepayments of Revolving Loans and Swingline Loans to the extent accompanying permanent optional reductions of Revolving Commitments, in each case to the extent such prepayments are made during the relevant fiscal year. 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 7.1(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. (e) [Reserved] (f) [Reserved] (g) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 4.2 shall be applied, (i) first, to pay accrued and unpaid interest onprepay the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving 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 (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 unused portion prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Commitment andLoans 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. (h) Notwithstanding anything to the contrary in Section 4.2(g) or 4.8, with respect to the amount of any mandatory prepayment described in Section 4.2 that is allocated to Tranche B-2 Term Loans (such amounts, the "Tranche B-2 Prepayment Amount"), at any time when Tranche A-2 Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B-2 Term Loans as provided in paragraph (g) above, on the date specified in Section 4.2 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-2

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt ----------------------------------------------- Indebtedness shall be receivedincurred by Holdings, the Borrower or any of their respective Subsidiaries (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 incurrence toward the reduction of the Commitments. (b) If any Capital Stock shall be issued by Holdings, the Borrower or any of their respective Subsidiaries, an amount equal to 50% of the Net Cash Proceeds thereof (excluding such Net Cash Proceeds received (i) from intercompany capital contributions made by Holdings, the Borrower or any of their respective Subsidiaries, (ii) from the Permitted Investors (other than Xxxxxxxx Street Partners except to the extent its contribution is made on a pro rata basis), (iii) by Holdings, the Borrower or any of their respective Subsidiaries as payment for any shares of Capital Stock of Holdings, the Borrower or any of their respective Subsidiaries purchased by, or Indebtedness is incurredthe exercise price under any option for any shares of Capital Stock of Holdings, except the Borrower or any of their respective Subsidiaries held by, any officer, director or employee or consultant of Holdings, the Borrower or any of their respective Subsidiaries and (iv) by Holdings or the Borrower as consideration for Indebtedness permitted by Section 6.3shares of Capital Stock issued in connection with a Permitted Acquisition, by any Group Member, then provided that the aggregate Net Cash Proceeds which may be excluded under this Agreement pursuant to clause (iv) shall not exceed $20,000,000) shall be applied on the date of such issuance or incurrencetoward the reduction of the Commitments; provided, the Loans shall be prepaid and the Commitments that -------- such percentage shall be reduced by an amount equal to 25% if the amount Consolidated Total Debt Ratio immediately prior to giving effect to such application (determined as at the end of the Net Cash Proceeds most recent period of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do four consecutive fiscal quarters for which the relevant financial information is available) is not constitute a consent greater than 3.50 to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member1.0. (bc) Unless the Required Lenders shall otherwise agree, if If on any date Holdings, the Borrower or any Group Member of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the sale aggregate Net -------- Cash Proceeds of inventory Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $750,000 in any fiscal year of the ordinary course of business Borrower and (ii) proceeds 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 reduction of the Commitments. (d) If on any date Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the aggregate Net -------- Cash Proceeds of Recovery Events that are subject may be excluded from the foregoing requirement pursuant to a prior lien or that Reinvestment Notice shall not exceed $1,500,000 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 reduction of the Commitments. (e) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2000 (or, if the Borrower has not changed its fiscal year pursuant to Section 7.12 by such date, February 28, 2001) there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay the Loans in an amount equal to the ECF Percentage of such Excess Cash Flow. Each such prepayment 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 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be paid delivered to the holder of a prior lien, other than a Primed Lien, then on Lenders and (ii) the date such financial statements are actually delivered. (f) Any Commitment reductions made pursuant to Section 2.6 shall be permanent and shall be accompanied by prepayment of receipt by such Group Member the Loans to the extent, if any, that the Total Extensions of Credit exceed the amount of the Total Commitments as so reduced, provided that if the aggregate principal amount -------- of Loans then outstanding is less than the amount of such Net Cash Proceedsexcess (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. (g) If on any date the Total Extensions of Credit exceed the lesser of (i) the Borrowing Base then in effect and (ii) the Total Commitments, the Borrower shall on such date prepay the Loans shall be prepaid and the Commitments shall be reduced by in an amount equal to the amount of such Net Cash Proceedsexcess, as set forth in Section 2.5(c). The provisions provided that if the aggregate principal amount of this Section 2.5 do not Loans -------- then outstanding is less than the amount of such excess (because L/C Obligations constitute a consent portion thereof), the Borrower shall, to the consummation extent of any Disposition not permitted by Section 6.4the 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. (ch) Amounts to be applied in connection with prepayments and Commitment reductions made The application of any prepayment pursuant to this Section 2.6 shall be appliedmade, (i) first, to pay accrued and unpaid interest onABR Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay Eurodollar Loans. ----- ------ Each prepayment of the Loans, (iii) third, Loans under this Section 2.6 shall be accompanied by accrued interest to the permanent reduction date of any unused portion of such prepayment on the Commitment andamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, incurred by any Group MemberMember (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2), then 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 or incurrence, incurrence toward the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount prepayment of the Net Cash Proceeds of such receipt or incurrence, Term Loans as set forth in Section 2.5(c). The provisions clause (g) of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member2.11. (b) Unless Subject to clauses (d) and (i) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the Required Lenders ECF Percentage for such period of such Excess Cash Flow over (ii) in each case at the option of the Borrower Representative and 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 as the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall otherwise agreebe added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of UK Holdco referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date date, UK Holdco or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event except for in excess of (i) the sale greater of inventory $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in the ordinary course any single transaction or series of business related transactions and (ii) proceeds with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.11; provided that, notwithstanding the foregoing, on 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 Term Loans as set forth in Section 2.11(g). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Borrower Representative 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 subject prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of 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 prior lien material risk of breach of fiduciary or that are 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 reasonably be expected to 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 paid applied to repay Loans at the holder times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of a prior lien, other than a Primed Lien, then on the date of 360 days from receipt by such Group Member of such Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, as the case may be, such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term 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 Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) 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 E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be prepaid approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment 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 Commitments Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Lxxxxx’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall be reduced by deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an amount equal to Officer’s Certificate setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4prepayment. (cg) Amounts to be applied in connection with any mandatory prepayments and Commitment reductions made pursuant to this Section 2.11 shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are 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 provision of this Section 2.11, if any prepayment of Eurocurrency 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 Eurocurrency 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 Eurocurrency Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans have been prepaid. Upon the occurrence and during the continuance of any Event of 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 Eurocurrency 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 clause (h) pending application to any Eurocurrency Loans shall be held and applied to the satisfaction of such Eurocurrency Loans prior to any other application of such property as may be provided for herein. (i) firstNotwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to pay accrued and unpaid interest onthe control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and expenses the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect ofof such Asset Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow 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 or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans and in accordance with the Additional Notes, terms hereof (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment andextent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be receivedincurred by CC Operating or any Subsidiary (excluding any Excluded Indebtedness), (i) in the case of the incurrence of Indebtedness in the form of Additional Tower Notes, the proceeds thereof shall, as soon as such proceeds become available to the Issuer Entity, but in any event no later than the next Payment Date (as that term is defined in the Tower Notes Indenture) in respect of the Collection Period (as that term is defined in the Tower Notes Indenture) in which such Additional Tower Notes are issued, be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e) in an amount equal to the lesser of (y) 100% of the aggregate face amount of such Additional Tower Notes, net of any expenses reasonably incurred by the Issuers in connection with such issuance, or Indebtedness is incurred(z) if such proceeds are deposited into the Collection Account, except for Indebtedness permitted by the amount available to be distributed to or at the direction of the Issuer Entity pursuant to clause Twentieth of Section 6.35.01(a) of the Tower Notes Indenture on such next Payment Date and (ii) in the case of the incurrence of all other Indebtedness, by any Group Member, then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence, incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (b) If any Capital Stock shall be prepaid issued by Holdings or any of its Subsidiaries (excluding Capital Stock issued to CC Operating or any other Subsidiary of Holdings or otherwise issued by Holdings and contributed to CC Operating solely for the Commitments shall be reduced purpose of making an Investment permitted by Section 7.7(i)), an amount equal to the amount 50% of the Net Cash Proceeds thereof shall be applied on the date of such receipt or incurrence, incurrence toward the prepayment of the Term Loan and the reduction of the Revolving Commitments as set forth in Section 2.5(c2.9(e). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (bc) Unless the Required Lenders shall otherwise agree, if If on any date CC Operating or any Group Member Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for then, unless such proceeds are required to be applied to the redemption of the Tower Notes pursuant to the Tower Notes Indenture or a Reinvestment Notice shall be delivered in respect thereof, 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 2.9(e); provided that, notwithstanding the foregoing, (i) the sale aggregate Net Cash Proceeds of inventory 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 the ordinary course any fiscal year of business CC Operating and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienon each Reinvestment Prepayment Date, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such Net Cash Proceeds, the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.5(c2.9(e). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (cd) If, for any fiscal year of CC Operating commencing with the fiscal year ending December 31, 2006, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that if the Cash Trap Condition has occurred and is continuing, then only that portion of Excess Cash Flow that is distributed to CC Operating by the Subsidiaries shall be required to be applied pursuant to this 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 days after the earlier of (i) the date on which the financial statements of CC Operating referred to in Section 6.1(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. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9 shall be applied, (i) first, to pay accrued and unpaid interest onprepay the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Commitments; provided that any prepayments and commitment reductions made pursuant to Section 2.9(c) shall be made on a pro rata basis to the prepayment of Terms Loans and to reduce permanently the Revolving Commitments. 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 (iii) thirdbecause L/C Obligations constitute a portion thereof), the Borrower shall, to the permanent reduction 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 unused portion prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Commitment andLoans under Section 2.9 (except in the case of Revolving Loans that are 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) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurredincurred or issued, except for Indebtedness permitted by Section 6.36.9 and except for Indebtedness under the Canadian Facility, as the same may be amended, restated, supplemented or modified from time to time hereafter in accordance with the terms and conditions of this Agreement and the other Loan Documents, by any Group Member, then on promptly upon such incurrence or issuance, as the date of such issuance or incurrencecase may be (and in any case not more than three (3) Business Days thereafter), the Loans and the Additional Notes shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt incurrence or incurrenceissuance, as set forth in Section 2.5(c); provided that no prepayment shall be required under this Section 2.5(a) if (x) the aggregate amount of Indebtedness incurred on and after the Petition Date by all Group Members, taken together, does not exceed $5,000,000 as of such date or (y) the Indebtedness was incurred or issued by a Foreign Subsidiary, General Motors China, Inc. or GM APO Holdings LLC for the purpose of funding operations in the jurisdiction where such Foreign Subsidiary is organized or within the same Foreign Geographic Region as the jurisdiction of organization of such Foreign Subsidiary or in the case of General Motors China, Inc. or GM APO Holdings LLC, in the Asia Pacific region. With respect to any Indebtedness incurred or issued by a Non-U.S. Subsidiary, the aggregate amount of the Net Cash Proceeds thereof required to be applied pursuant to Section 2.5(c) to the prepayment of the Loans and the Additional Notes and the permanent reduction of the Commitments shall be subject to reduction to the extent that expatriation of such Net Cash Proceeds (1) would result in material adverse tax or legal consequences (including, without limitation, violation of contractual liabilities), (2) would be reasonably likely to result in adverse personal liability of any director of any Group Member, or (3) would result in the insolvency of the applicable Foreign Subsidiary. The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be received, or Indebtedness is incurred, except for Indebtedness permitted issued by Section 6.3, by the Borrower (other than Capital Stock issued in connection with any Group Memberemployee benefit plan), then on the date of such issuance or incurrenceissuance, the Term Loans shall be prepaid and prepaid, and/or the Revolving Credit Commitments shall be reduced reduced, by an amount equal to the amount of 50% of the Net Cash Proceeds of such receipt or incurrenceissuance, as set forth in Section 2.5(c2.9(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, Guarantee and Collateral Agreement by the Borrower or a consent to the incurrence any of any Indebtedness by any Group Memberits Subsidiary Guarantors. (b) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiary Guarantors (excluding any Indebtedness incurred in accordance with Sections 6.2(a), (b), (c), (d), (e) and (f) as in effect on the date of this Agreement), then on the date of such incurrence, the Term Loans shall be prepaid and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the Net Cash Proceeds of such incurrence, as set forth in Section 2.9(d). The provisions of this Section do not constitute a consent to the incurrence of Indebtedness by the Borrower or any of its Subsidiaries. (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event except for (i) the sale of inventory then, unless a Reinvestment Notice shall be delivered in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lienrespect thereof, other than a Primed Lien, then on the date of receipt by the Borrower or such Group Member Subsidiary Guarantor of such Net Cash Proceeds, the Term Loans shall be prepaid and prepaid, and/or the Revolving Credit Commitments shall be reduced reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c2.9(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 $1,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date 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, as set forth in Section 2.9(d). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.46.5. (cd) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest onthe prepayment of the Term Loans and, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay reduce permanently the LoansRevolving Credit Commitments, (iii) thirdif any; provided, that the Revolving Credit Supplement may set forth an amount below which the Total Revolving Credit Commitment shall not be required to be reduced pursuant to this Section 2.9. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the permanent reduction extent, if any, that the aggregate outstanding principal amount of any unused portion Revolving Credit Loans exceeds the amount of the Commitment andTotal Revolving Credit Commitments as so reduced.

Mandatory Prepayments and Commitment Reductions. (a) Unless In the Required Lenders event of a Change of Control, (i) the Company shall otherwise agreeprepay the aggregate principal amount of the Loans and any Revolving L/C Unreimbursed Drawings then outstanding in full (at par, if any Extraordinary Receipt shall be receivedplus accrued and unpaid interest), or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then Cash Collateralize all outstanding Letters of Credit and pay in full all other outstanding Credit Facility Obligations on the date that such Change of such issuance or incurrence, the Loans shall be prepaid Control occurs and the (ii) all Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Memberpermanently terminated. (b) Unless In the Required Lenders shall otherwise agreeevent of a Disposition by the Company or any Subsidiary of the Company of any minority equity investment, if on all or substantially all of the property and assets or business of any date any Group Member shall receive Net Cash Proceeds from any Asset Sale Person, or Recovery Event except for (i) the sale of inventory in the ordinary course assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Capital Stock in a Person (other than any Disposition listed on Schedule 2.7(b)) (provided that no such Disposition will be permitted hereunder if a Default or Event of Default has occurred or is continuing or would result therefrom), the Company shall not later than 3 Business Days after the date that such Disposition occurs prepay the aggregate principal amount of the Loans then outstanding (at par, plus accrued and unpaid interest) and other outstanding Credit Facility Obligations in accordance with Section 2.7(c) and permanently and ratably reduce the Commitments in an amount (iiif any) proceeds sufficient, together with any prepayment of Indebtedness of the Company or its Subsidiaries made in connection with such Disposition, to cause the Debt to Capitalization of the Company not to exceed the Debt to Capitalization Limit on a Pro Forma Basis (assuming, for purposes of this determination, that are subject to all Revolving Commitments have been fully drawn), and the Company has delivered an certificate of a prior lien or that are required to be paid Responsible Officer certifying as to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal foregoing to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4Administrative Agent. (c) Amounts to Any mandatory prepayment of the Credit Facility Obligations shall be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, as follows: (i) first, on a pro rata basis to pay accrued and unpaid interest on, and expenses in respect of, the payment of outstanding Loans and the Additional Notes, payment of any Revolving L/C Unreimbursed Drawings; (ii) second, on a pro rata basis to repay the Loans, Cash Collateralization of all outstanding Letters of Credit; (iii) third, on a pro rata basis to the permanent reduction payment of all other amounts then due and payable to the Lender Parties; and Table of Contents (iv) fourth, any amount remaining may be retained by the Company. (d) Subject to Section 2.7(e), all mandatory prepayments hereunder shall be made at par and without premium. (e) Upon any such mandatory prepayment of the Loans, as applicable, the Company shall pay to the Administrative Agent for the account of the applicable Lenders, on a pro rata basis, (i) all accrued interest to the date of such prepayment on the amount prepaid, (ii) all accrued fees to the date of such prepayment corresponding to the amount being prepaid and (iii) if such prepayment is the prepayment of a SOFR Loan on a day other than the last day of an Interest Period for such Loan, all amounts owing pursuant to Section 2.16 as a result of such prepayment. (f) In the event that any Letter of Credit is Cash Collateralized pursuant to the terms hereof in an amount at least equal to the then-outstanding Available Amount thereof, the Company shall use commercially reasonable efforts to cause the termination of such Letter of Credit promptly following the date on which such Cash Collateralization occurs. (g) In no event shall any prepayment or Cash Collateralization be funded from the proceeds of any unused portion of the Commitment andLoan.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if If any Extraordinary Receipt Indebtedness shall be received, incurred by the Company or Indebtedness is incurred, except for any Restricted Subsidiary (other than any Indebtedness permitted by Section 6.3, to be incurred by any Group Membersuch Person in accordance with Section 6.2) (other than Permitted Credit Agreement Refinancing Debt), then concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Proceeds thereof shall be applied on the date of such issuance or incurrenceincurrence toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. Each prepayment of any Loan pursuant to this Section 2.6(a) shall be made without premium or penalty, except if such prepayment occurs on or prior to the first anniversary of 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 1.00% of the aggregate principal amount of the Initial Term Loans subject to such prepayment. (b) If, for any Excess Cash Flow Period, there shall be prepaid and the Commitments shall be reduced by Excess Cash Flow, an amount equal to the 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 Net 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 Proceeds Flow Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of such receipt or incurrence, the Loans as set forth in Section 2.5(c). The provisions clause (f) of this Section do not constitute a consent 2.6; provided that no payment shall be required pursuant to the issuance this Section 2.6(b)(i) in respect of any equity securities by any entity whose equity securities are pledged Excess Cash Flow Period if the amount of Excess Cash Flow pursuant to the Ordersabove is less than $5,000,000. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than (i) 10 Business Days after the date on which the financial statements of the Company referred to in Section 5.1(a), or a consent for the fiscal year with respect to which such prepayment is made, are required to be delivered to the incurrence Lenders or (ii) if such financial statements are actually delivered prior to the date on which they are required to be delivered pursuant to Section 5.1(a), the last Business Day of any Indebtedness by any Group Memberthe 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). (bc) Unless the Required Lenders shall otherwise agreeIf, if on any date date, the Company or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery any Event except for of Loss in excess of $2,000,000 in any fiscal year or shall receive any Vale Extraordinary Receipts, in each case, 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) or such Vale Extraordinary Receipts 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 from any Asset Sale or any Event of Loss or any such Vale Extraordinary Receipts may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment is required under the terms of such Other Applicable Indebtedness (with any remaining Net Proceeds or any Vale Extraordinary Receipts 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 or such Vale Extraordinary Receipts relative to Term Lenders, in which case such Net Proceeds or such Vale Extraordinary Receipts 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 or any such Vale Extraordinary Receipts, the declined amount of such Net Proceeds or such Vale Extraordinary Receipts 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 or such Vale Extraordinary Receipts 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 sale of inventory in the ordinary course of business Mandatory Prepayment Date and (ii) proceeds that are subject to a prior lien the principal amount of each Loan (or that are required portion thereof) to be paid 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 holder of a prior lienAdministrative Agent and the Company no later than 5:00 P.M., other than a Primed LienNew York City time, then on 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 Group Member 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 Net Cash Proceedsprepayment. Subject to any requirements of any other Indebtedness, any Declined Proceeds may be retained by the Loans Company. The Company shall be prepaid and deliver to the Commitments shall be reduced Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by an amount equal to a Responsible Officer of the Company setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4prepayment. (cf) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.6 shall be appliedapplied to the prepayment of the Term Loans in accordance with Section 2.12(b). (g) Notwithstanding the foregoing, if the Company reasonably determines in good faith that any amounts attributable to Subsidiaries (iother than Subsidiaries organized under the laws of the Xxxxxxxx Islands) first, that are required to pay accrued and unpaid interest on, and expenses be prepaid pursuant to Sections 2.6(b) or (c) would result in material adverse tax consequences or violate local law in respect ofof 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 Loans Company to the Administrative Agent, then the Borrowers and the Additional Notes, Restricted Subsidiaries shall not be required to prepay such amounts as required under Sections 2.6(b) and (iic) second, until such material tax consequences or local law violation no longer exists; provided that the Borrowers and the Restricted Subsidiaries shall take commercially reasonable actions to repay the Loans, (iii) third, to the permanent reduction of any unused portion permit repatriation of the Commitment andproceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt Capital Stock shall be receivedissued, or Indebtedness is incurredincurred pursuant to Section 6.2(h), except for Indebtedness permitted after the Closing Date by Section 6.3, by the Borrower or any Group Memberof its Subsidiaries, then on or before the date that is three (3) Business Days after the date of such issuance receipt by the Borrower or incurrencethe applicable Subsidiary of the related Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of received by the Borrower or the applicable Subsidiary from such receipt issuance or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by the Borrower or any Group Memberof its Subsidiaries not otherwise permitted hereunder. (b) Unless the Required Lenders shall otherwise agree, if on any date after the Closing Date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds in excess of $2,500,000 from any Asset Sale or related Asset Sales (other than Asset Sales in accordance with clauses (a), (b), (c) or (d) of Section 6.5) or any Recovery Event except for or related Recovery Events then, unless a Reinvestment Notice shall be delivered in respect thereof, on or before the date that is three (i3) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on Business Days after the date of receipt by the Borrower or such Group Member Subsidiary of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash ProceedsProceeds less the amount (if any) of such Net Cash Proceeds actually used to make a prepayment pursuant to Section 2.2.2 of the Revolving Credit Facility Documentation (as in effect on the date hereof); provided, as set forth that, notwithstanding the foregoing, (i) up to $100,000,000 in Section 2.5(c)aggregate Net Cash Proceeds of Asset Sales (other than an Asset Sale of the Shell Acquired Assets) not subject to a Reinvestment Notice may be excluded from the foregoing requirement and (ii) on each Reinvestment Prepayment Date the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.46.5. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and