Common use of Mandatory Prepayments of Loans Clause in Contracts

Mandatory Prepayments of Loans. (a) In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity Issuance, then 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.

Mandatory Prepayments of Loans. (a) In the event that and on such occasion that: (i) the Revolving Credit Exposure of any Lender exceeds such Lender’s Revolving Loan Commitment; or (ii) except for Protective Advances, the Aggregate Credit Exposure exceeds the lesser of (x) the Aggregate Revolving Loan Commitment, or (y) the Borrowing Base; the Borrower or shall promptly prepay the Revolving Loans and/or Swingline Loans (and/or provide cash collateral for LC Exposure as specified herein) in an aggregate amount equal to such excess. If the Borrower is required to provide (and has provided the required amount of) cash collateral pursuant to this Section 1.11(a) and such excess is subsequently reduced, cash collateral in an amount equal to the lesser of (x) any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity Issuance, then 100% such reduction and (y) the amount of such Net Cash Proceeds cash collateral (to the extent not applied as set forth in Subsection 1.6(j)) shall be applied by returned to the Borrower to prepay the Loans not later than within five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of after any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticereduction. (b) The Borrower Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) hereunder (i) in the case of prepayment of a Eurocurrency BorrowingCDOR Rate Loan or a Canadian Prime Rate Loan, not later than 2:00 p.m., New York City Toronto time, three one Business Days Day before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowinga Swingline Loan, not later than 2:00 p.m., New York City Toronto time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and and, in the case of a mandatory prepayment, set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, notice (other than a notice relating solely to Swingline Loans or Protective Advances) the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) of a Revolving Loan shall be applied ratably pro rata to the LoansRevolving Loans included in the prepaid Loan. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedinterest.

Mandatory Prepayments of Loans. (a) In If, at any time, the event that aggregate Revolving Credit Exposure of all Lenders exceeds the Revolving Credit Commitment Amount then in effect, including after giving effect to any mandatory commitment reductions under Section 2.13(b), then the Borrower shall promptly (i) prepay Loans in an aggregate amount sufficient to eliminate such excess and (ii) if any such excess remains after prepaying all of the Borrowings as a result of any L/C Exposure, pay to the Administrative Agent, on behalf of the Lenders, Cash Collateral, as provided in Section 8.4(b), in respect of L/C Exposure existing at such time in an aggregate amount sufficient to eliminate such remaining excess. (b) If, as of the last Business Day of any calendar month or the fifth (5th) Business Day after a borrowing, as applicable (each such date, an “Excess Cash Test Date”), (i) Loans or Reimbursement Obligations are outstanding and (ii) Available Cash exceeds $250,000,000, then the Borrower shall notify the Administrative Agent thereof pursuant to Section 6.6(e) and the Borrower shall prepay, or cause to be prepaid, within five (5) Business Days after such Excess Cash Test Date, Loans in an aggregate amount equal to the lesser of (x) the amount sufficient to eliminate such excess Available Cash as of such Excess Cash Test Date and (y) the principal amount of Loans then outstanding. (c) If, immediately after giving pro forma effect to an Asset Sale of any Rig (other than an Excluded Rig) or an Event of its Subsidiaries receives Loss (other than an Event of Loss with respect to an Excluded Rig), (i) the Collateral Coverage Ratio is less than 3.50 to 1.00 or (ii) the Additional Collateral Rig Test is not satisfied (any such Asset Sale, an “Asset Sale Prepayment Trigger Event”), then no later than the date that is ten (10) Business Days after receipt of the Net Cash Proceeds arising from of such Asset Sale or Event of Loss, as applicable, by the Company or any Asset SaleRestricted Subsidiary (the “Reinvestment Notice Deadline”), Debt Issuance the Borrower shall prepay, or Equity Issuancecause to be prepaid, then Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (or, if less, the aggregate amount of outstanding Loans and Reimbursement Obligations), unless on or prior to the applicable Reinvestment Notice Deadline, the Borrower (A) notifies the Administrative Agent in writing of the intent of one or more Credit Parties and Restricted Subsidiaries to reinvest all or a portion of such Net Cash Proceeds (it being understood that such description shall not be binding) (a “Reinvestment Notice”) in (I) one or more Related Business Assets or (II) an Investment constituting a Permitted Acquisition within the relevant Designated Reinvestment Period following receipt of such Net Cash Proceeds; provided that (x) no Event of Default shall have occurred and be continuing at the time of the application of such Net Cash Proceeds for such reinvestment and (y) any such Net Cash Proceeds not actually reinvested within the relevant Designated Reinvestment Period in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans not later than five Business Days following immediately upon the receipt by expiration of such Designated Reinvestment Period and/or (B) delivers an Additional Collateral Rig Election; provided, further, that if the Borrower has made an Additional Collateral Rig Election on or such Subsidiary of such Net Cash Proceeds. The prior to the applicable Reinvestment Notice Deadline, but has failed to cause both (I) the Additional Collateral Rig Test to be satisfied and (II) the Collateral Coverage Ratio to be equal to or greater than 3.50 to 1.00 on or prior to the applicable Additional Collateral Rig Deadline, then on the applicable Additional Collateral Rig Deadline, the Borrower shall notify prepay, or cause to be prepaid, on or prior to such Additional Collateral Rig Deadline, Loans in an aggregate amount equal to the Administrative Agent within three Business Days positive difference, if any, between (1) 100% of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and (2) the Administrative Agent will promptly notify each Lender portion of its receipt such Net Cash Proceeds that are the subject of each a Reinvestment Notice with respect to such noticeAsset Sale (if any) and that are not required to be applied to prepay the Loans pursuant to this Section 2.10(c) as a result of such Reinvestment Notice. (bd) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, If the Administrative Agent shall advise notify the Lenders Borrower that the Administrative Agent has determined that any prepayment is required under Section 2.10(a), the Borrower shall make such prepayment no later than the second (2nd) Business Day following the Borrower’s receipt of such notice from the contents thereofAdministrative Agent. Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice or minimum prepayment requirements set forth in Section 2.9. Except as set forth in Section 2.13(b), any prepayment or Cash Collateralization pursuant to this Section 2.10 shall be made without a corresponding reduction to the Revolving Credit Commitment Amount. Each such prepayment under this Section 2.11(a) shall be applied ratably to the Loans. Prepayments 2.10 shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed2.11.

Mandatory Prepayments of Loans. (ai) In If for any reason the event Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower or any shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity Issuance, the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then 100% of such Net Cash Proceeds in effect. All amounts required to be paid pursuant to this Section 2.05(b)(i) shall be applied by first, ratably to the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds L/C Borrowings and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeSwing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations. (bii) The Anti-Cash Hoarding. If at any time subsequent to July 15, 2020 that there are Loans outstanding, the amount of unrestricted cash and Cash Equivalents of the Loan Parties and their Subsidiaries exceeds $2,500,000 and continues to exceed such amount for five (5) consecutive Business Days, then the Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowingshall, not no later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or second (ii2nd) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before after the date end of prepayment. Each such notice shall be irrevocable and shall specify five-Business Day period, prepay the prepayment date and the Obligations outstanding on such Business Day in an aggregate principal amount of each Borrowing or portion thereof equal to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepaymentexcess. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Such prepayment under Section 2.11(a) shall be applied first ratably to the L/C Borrowings and Swing Line Loans. Prepayments shall be accompanied by accrued interest , second to the extent required by Section 2.13(doutstanding Revolving Loans, third, the remaining amortization payments of the Term Loan in inverse order at maturity (including the final bullet payment). Each prepayment , and fourth to Cash Collateralize the remaining L/C Obligations (without a corresponding reduction to the Revolving Commitments prior to the repayment in full of the Term Loan and with a Borrowing under this Section 2.11 shall not be reborrowedcorresponding reduction to the Revolving Commitments thereafter).

Mandatory Prepayments of Loans. (ai) If for any reason the Total Revolving Outstanding at any time exceed the Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstanding exceed the Revolving Commitments then in effect. All amounts required to be paid pursuant to this Section 2.05(b)(i) shall be applied first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b)(i) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. (ii) Not later than the fifth Business Day following any receipt of Net Cash Proceeds in respect of any Disposition, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans, if any. (iii) No later than the earlier of (i) 90 days after the end of each fiscal year of the Parent, commencing with the fiscal year ending on December 31, 2012, and (ii) the third Business Day after the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 7.01, the Borrower shall prepay outstanding Term Loans, if any, in an aggregate principal amount equal to 50% (or, if the Total Leverage Ratio at the end of such fiscal year shall have been less than 3.00 to 1.00, 25%, and, if the Total Leverage at the end of such fiscal year shall have been less than 2.50 to 1.00, 0%) of Excess Cash Flow for such fiscal year. (iv) In the event that the Borrower any Loan Party or any of its Subsidiaries receives any Subsidiary shall receive Net Cash Proceeds arising from the issuance or other disposition of Indebtedness for money borrowed of any Asset SaleLoan Party or any Subsidiary (other than any cash proceeds from the issuance of Funded Indebtedness for money borrowed permitted pursuant to Section 8.03), Debt Issuance the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or Equity Issuancesuch Subsidiary, then apply an amount equal to 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeoutstanding Term Loans, if any. (bv) The Borrower shall notify deliver to the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) Agent, at the time of any each prepayment required under Sections 2.05(b)(ii),(iii) and (iv), (A) a certificate signed by Section 2.11(a) (i) a Responsible Officer of the Borrower setting forth in reasonable detail the case calculation of the amount of such prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or and (ii) in to the case extent practicable, at least three days prior written notice of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and of prepayment shall specify the prepayment date date, the Type of each Loan being prepaid and the principal amount of each Borrowing Loan (or portion thereof thereof) to be prepaid and set forth a reasonably detailed calculation shall be substantially in the form of the amount of Exhibit 2.05 or such mandatory prepayment. Promptly following receipt of any such notice, other form as shall be acceptable to the Administrative Agent shall advise the Lenders Agent. All prepayments of the contents thereof. Each prepayment Borrowings under this Section 2.11(a) shall be applied ratably subject to the Loans. Prepayments Section 3.05, but otherwise shall be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to the extent required by Section 2.13(d). Each prepayment date of a Borrowing under this Section 2.11 shall not be reborrowedpayment.

Mandatory Prepayments of Loans. (ai) In If at any time and for any reason the event Revolving Credit Obligations are greater than the Aggregate Revolving Loan Commitment, the Company shall immediately make or cause to be made a mandatory prepayment of the Revolving Credit Obligations in an amount equal to such excess. (ii) The Company shall make all mandatory prepayments required under Section 2.6. (iii) So long as any Term Loans are outstanding, the Company shall prepay the Term Loans in an amount equal to 100% of (A) the Net Proceeds realized upon any Asset Sale made by the Company or its Subsidiaries to the extent Net Proceeds of all Asset Sales in any fiscal year exceeds $2,000,000, (B) any insurance proceeds received by the Company or its Subsidiaries in respect of any casualty involving such Person's property and (C) any payments received by the Company or its Subsidiaries from a condemnation of such Person's property, to the extent any of the foregoing amounts are not applied (or committed to be applied) within one hundred and eighty (180) days after the consummation or receipt thereof, as applicable, to the purchase of similar assets that are not classified as current assets under Agreement Accounting Principles and are used or useful in the business of the Company or its Subsidiaries or to the repair or restoration of the Company's or its Subsidiaries' property; provided that the Borrower Company shall not be required to make any prepayments pursuant to this Section 2.5(b)(iii) if (x) no Default or Unmatured Default exists at such time and (y) the Leverage Ratio of the Company and its Subsidiaries, as reflected in the compliance certificate delivered pursuant to Section 7.1(a)(iii), is less than 2.25:1 as of the last day of the most recent fiscal quarter prior to the receipt of such proceeds. If the Company or the applicable Subsidiary does intend to so reinvest any such amounts, the Company shall give notice of its Subsidiaries receives such intent (and the amount intended to be reinvested) to the Administrative Agent upon receipt of such proceeds. Pending such reinvestment, the Company shall use such amounts to pay down the principal amount of the Revolving Loans to the extent thereof (but without a permanent reduction of the Revolving Loan Commitments). If the Company or the applicable Subsidiary does not intend to so reinvest such proceeds or if the period set forth in the immediately preceding sentence expires without the Company or such Subsidiary having reinvested such proceeds, the Company shall prepay the Term Loans (within one (1) Business Day of the expiration of said one hundred and eighty (180) day period) in an amount equal to such proceeds after giving effect to all reinvestments permitted by this subsection. (iv) So long as any Term Loans are outstanding, if the Company shall issue new Equity Interests or receive any capital contributions, the Company shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds arising from any Asset Saleof such issuance or of such capital contribution to be received in respect thereof. Promptly upon, Debt Issuance and in no event later than one (1) Business Day after, receipt by the Company of Net Proceeds of such issuance or Equity Issuanceof such capital contribution, then the Company shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds or capital contribution; provided that the Company shall only be applied by the Borrower required to prepay the Term Loans not later to the extent that, on a pro forma basis after giving effect to such prepayment, the Leverage Ratio of the Company and its Subsidiaries, as reflected in the compliance certificate delivered pursuant to Section 7.1(a)(iii), is greater than five Business Days following 2.50:1 as of the last day of the most recent fiscal quarter prior to the date of the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower Notwithstanding the foregoing, in no event shall notify the Administrative Agent within three Business Days Company's obligation to prepay the Term Loans pursuant to an issuance under this Section 2.5(b)(iv) exceed an amount equal to the Net Proceeds of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeissuance. (bv) The Borrower So long as any Term Loans are outstanding, the Company shall notify immediately prepay the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) Term Loans in an amount equal to 100% of the Net Proceeds of any prepayment required Indebtedness issued by the Company or any Subsidiary (excluding Indebtedness permitted pursuant to Section 2.11(a7.3(c)). (vi) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation All of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment prepayments made under Section 2.11(a2.5(b)(i)-(ii) shall be applied ratably to the Loans. Prepayments Revolving Credit Obligations, first to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. (vii) Any prepayments pursuant to Sections 2.5(b)(iii)-(v) shall be accompanied by accrued interest applied to the extent required by Section 2.13(d). Each prepayment outstanding principal balance of the Term Loans, first to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans, and applied against all remaining scheduled principal installments in inverse order of maturity and, after the repayment of all Term Loans, to the repayment of the outstanding principal amount under, and a Borrowing under this Section 2.11 shall not be reborrowedreduction in, the Revolving Loan Commitment.

Mandatory Prepayments of Loans. (a) In the event that If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition, or shall suffer an Event of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity IssuanceLoss, then 100% (i) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds shall to be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt received by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three in respect thereof) and (ii) promptly upon, and in no event later than one Business Days of the Day after, receipt by the Borrower or its the Subsidiary of any the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to the amount of such Net Cash Proceeds and Proceeds; provided, however, that (a) the Administrative Agent will promptly notify each Lender foregoing provisions of its receipt of each such notice. (b) The Borrower this Section 4.8 shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) not apply to (i) Net Proceeds of less than $2,000,000 received by the Borrower or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the case of prepayment of a Eurocurrency BorrowingBorrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, not later than 2:00 p.m.so long as such Net Proceeds are reinvested or otherwise applied in accordance with the following clauses (ii) and (iii), New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment any Disposition of an ABR BorrowingMachinery & Equipment, not later than 2:00 p.m.Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, New York City time, one Business Day before the date of prepayment. Each such notice which shall be irrevocable and shall specify located at the prepayment date and the principal amount of each Borrowing or portion thereof Fab 25 Facility to be prepaid and set forth a reasonably detailed calculation used in the ongoing operation of the amount Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence of such mandatory prepayment. Promptly following receipt Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and (b) accumulated proceeds in cash, checks or other cash equivalent financial instruments in respect of any such notice, the Administrative Agent shall advise the Lenders Disposition or Event of Loss at any time in excess of the contents thereof. Each prepayment under Section 2.11(aindividual or aggregate limits described in the preceding clause (a)(i) shall be applied ratably delivered to the LoansAgent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. Prepayments In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be accompanied by accrued interest obligated to immediately apply such Net Proceeds to prepay the extent required by Section 2.13(d). Each prepayment of a Borrowing under Loans in accordance with this Section 2.11 shall not be reborrowed4.8.

Mandatory Prepayments of Loans. (a) In If on any date the event that Total Revolving Usage exceeds the Borrower Aggregate Revolving Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and/or L/C Advances by an amount equal to such excess. (b) If on any date the amount of all L/C Obligations exceeds the L/C Commitment, the Company shall immediately Cash Collateralize (or promptly provide other Backup Support for) the outstanding Letters of Credit in an amount equal to such excess. (c) If at any time of calculation by the Agent (pursuant to subsection 2.08(a) or otherwise) the Dollar Equivalent principal amount of all outstanding Fronted Offshore Currency Loans in the same Alternate Currency exceeds the aggregate Fronted Offshore Currency Commitments with respect thereto as a result of fluctuations in currency exchange rates, the applicable Borrowers shall, within two Business Days after receipt of notice thereof, prepay Fronted Offshore Currency Loans in an amount sufficient to eliminate such excess. (d) If the Company or any of its Subsidiaries Subsidiary receives any Net Cash Proceeds arising from any Asset Saleof the following events, Debt Issuance or Equity Issuance, then 100% of the Company shall apply such Net Cash Proceeds shall be applied by at the Borrower following times, in the following amounts (in each case rounded down to prepay an integral multiple of $100,000) and in the Loans not later than order of application set forth in subsection (e) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt of any Net Cash Proceeds from any Disposition (other than (A) a Disposition permitted by Section 8.02(a), (b), (c), (d), (f), (g), (h), (i), (j) or (l) and (B) the first $25,000,000 of Net Cash Proceeds from any Disposition made after the Effective Date that is permitted solely by Section 8.02(m)), whether by merger, consolidation or otherwise, the Company shall make a Proceeds Application in an amount (rounded down as provided above) equal to the result (if positive) of (x) all Net Cash Proceeds from all such Dispositions received during the then-current fiscal year minus (y) $10,000,000 minus (z) all amounts previously applied pursuant to this clause (i) during such fiscal year. (ii) Within five Business Days following the receipt of any Net Cash Proceeds from the issuance of any Indebtedness (other than (A) Indebtedness in respect of Swap Contracts incurred in the ordinary course of business and not for speculative purposes, (B) Indebtedness secured by Liens permitted by Section 8.01(j), (k), (m), (n), (r) or (u), (C) Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facility entered into in the ordinary course of business, (D) Indebtedness incurred in the ordinary course of business in connection with any like-kind exchange under Section 1031 of the Code that is secured solely by the Borrower or such Subsidiary property subject to the applicable transaction, (E) Indebtedness arising under the Loan Documents, (F) Permitted Acquired Debt, (G) Indebtedness permitted under clause (y) of Section 8.05(b), (H) if the Leverage Ratio at the time of receipt of such Net Cash Proceeds. The Borrower shall notify Proceeds is less than 3.50 to 1.0, (1) up to $200,000,000 in the Administrative Agent within three Business Days aggregate of Securitization Obligations and (2) up to $200,000,000 in the aggregate of unsecured Indebtedness of the receipt by Company and its Subsidiaries), the Borrower or its Subsidiary Company shall make a Proceeds Application in an amount (rounded down as provided above) equal to the result of any such (x) all Net Cash Proceeds and from issuances of all such Indebtedness received after the Administrative Agent will promptly notify each Lender of its receipt of each such noticeEffective Date minus (y) all amounts previously applied pursuant to this clause (ii). (biii) The Borrower shall notify Within five Business Days following the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) delivery of the Compliance Certificate with respect to the end of any prepayment required by Section 2.11(afiscal year pursuant to subsection 7.02(b), beginning with the fiscal year ending September 30, 2007, the Company shall make a Proceeds Application in an amount (rounded down as provided above) (i) in equal to the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation Specified Percentage of the amount of Excess Cash Flow for such mandatory prepaymentfiscal year. Promptly following receipt of As used herein, “Specified Percentage” means (x) 50%, if the Leverage Ratio for any such noticefiscal year (the “Measurement Period”) is greater than or equal to 3.75 to 1.0, (y) 25%, if the Administrative Agent shall advise Leverage Ratio for the Lenders of Measurement Period is less than 3.75 to 1.0 but greater than or equal to 3.50 to 1.0 or (z) 0% if the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably Leverage Ratio for the Measurement Period is less than 3.50 to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed1.0.

Mandatory Prepayments of Loans. (ai) In If at any time the event that Effective Amount of all L/C Obligations exceeds the Borrower L/C Commitment, Holdings shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the L/C Commitment. (ii) If at any time, the Effective Amount of all Revolving Loans and Swingline Loans plus the Effective Amount of all L/C Obligations exceeds the combined Revolving Commitments of the Revolving Lenders, Holdings shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans, Swingline Loans and L/C Advances by an amount equal to the applicable excess. (iii) If Holdings, the Company or any of its Subsidiaries receives other Subsidiary shall at any Net Cash Proceeds arising time or from time to time during any Asset Sale, Debt Issuance fiscal year make or Equity Issuanceagree to make a Disposition, then 100% of such Net Cash Proceeds (A) Holdings shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative Agent within three Business Days in advance of such Disposition (including the amount of the estimated Net Proceeds to be received by Holdings, the Company or such other Subsidiary in respect thereof), and (B) if, after giving effect to such Disposition, the Net Proceeds of all Dispositions which have occurred in such fiscal year are greater than $20,000,000 in the aggregate, then promptly upon, and in no event later than one (1) Business Day after, receipt by Holdings, the Borrower Company or its the other Subsidiary of the Net Proceeds of such Disposition, Holdings shall prepay the Term Loans in an aggregate amount equal to 100% of the amount by which the Net Proceeds of such Disposition when added to the Net Proceeds received by Holdings, the Company or any other Subsidiary on account of all other Dispositions which have occurred in such fiscal year, less the amount, if any, of Net Cash Proceeds and already so applied in such fiscal year, exceeds $20,000,000; provided, however, that with respect to any Non-Wholly-Owned Subsidiary, Holdings shall only be required to prepay the Administrative Agent will promptly notify each Lender Term Loans as provided above in an amount equal to the ratable portion of its receipt of each the Net Proceeds received by such noticeNon-Wholly-Owned Subsidiary based on Holdings’ direct or indirect interest in such Non-Wholly-Owned Subsidiary. (biv) The Borrower If Holdings, the Company or any other Subsidiary shall at any time or from time to time issue any debt securities or otherwise borrow money (other than any Loans) for cash consideration in excess of $25,000,000 in the aggregate for all such issuances and borrowings from and after the Effective Date, then (i) Holdings shall promptly notify the Administrative Agent by telephone (confirmed by facsimile in advance of the estimated Net Issuance Proceeds of such issuance or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowingborrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or and (ii) promptly upon, and in the case of prepayment of an ABR Borrowing, not no event later than 2:00 p.m., New York City time, one (1) Business Day before after, receipt by Holdings, the date Company or the other Subsidiary of prepayment. Each the Net Issuance Proceeds of such notice issuance or borrowing, Holdings shall be irrevocable and shall specify prepay the prepayment date and the principal Term Loans in an aggregate amount of each Borrowing or portion thereof equal to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of all Net Issuance Proceeds received by Holdings, the Company or any such noticeother Subsidiary on account of such issuance or borrowing; provided, however, that with respect to any Non-Wholly-Owned Subsidiary, Holdings shall only be required to prepay the Term Loans as provided above in an amount equal to the ratable portion of the Net Issuance Proceeds received by such Non-Wholly-Owned Subsidiary in respect of such issuance or borrowing based on Holdings’ direct or indirect interest in such Non-Wholly-Owned Subsidiary. (v) Any prepayments pursuant to this Section 2.08 shall be subject to Section 4.04 and applied, first, to any Base Rate Loans then outstanding and then to Offshore Rate Loans with the shortest Interest Periods remaining; provided, however, that if the amount of Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, Holdings may, at its option, place any amounts which it would otherwise be required to use to prepay Offshore Rate Loans on a day other than the last day of the Interest Period therefor into an interest-bearing account pledged to the Administrative Agent shall advise for the benefit of the Lenders until the end of the contents thereofsuch Interest Period at which time such pledged amounts will be applied to prepay such Offshore Rate Loans. Each Holdings shall pay, together with each prepayment under this Section 2.11(a) 2.08, accrued interest on the amount of any Offshore Rate Loans prepaid and any amounts required pursuant to Section 4.04. Prepayments of Term Loans pursuant to this Section 2.08 shall be applied ratably pro rata to the LoansTerm A Loans and Term B Loans then outstanding. Prepayments Within each Term Loan tranche, such prepayments of Term A Loans shall be accompanied by accrued interest applied to reduce the extent required by Term A Loans with respect to each remaining installment of principal pro rata in accordance with the then remaining installments payable under Section 2.13(d2.09(a). Each prepayment , and such prepayments of a Borrowing Term B Loans shall be applied to reduce the Term B Loans with respect to each remaining installment of principal pro rata in accordance with the then remaining installments payable under this Section 2.11 shall not be reborrowed2.09(b).

Mandatory Prepayments of Loans. (ai) In If at any time the event that Effective Amount of all L/C Obligations exceeds the Borrower L/C Commitment, Holdings shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the L/C Commitment. (ii) If at any time the Effective Amount of all Revolving Loans and Swingline Loans plus the Effective Amount of all L/C Obligations exceeds the combined Revolving Commitments of the Revolving Lenders, Holdings shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans, Swingline Loans and L/C Advances by an amount equal to the applicable excess. (iii) If Holdings, the Company or any of its Subsidiaries receives other Subsidiary shall at any Net Cash Proceeds arising time or from time to time during any Asset Sale, Debt Issuance fiscal year make or Equity Issuanceagree to make a Disposition, then 100% of such Net Cash Proceeds (A) Holdings shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative Agent within three Business Days in advance of such Disposition (including notice of the amount of the estimated Net Proceeds to be received by Holdings, the Company or such other Subsidiary in respect thereof), and (B) if, after giving effect to such Disposition, the Net Proceeds of all Dispositions which have occurred in such fiscal year are greater than $50,000,000 in the aggregate, then promptly upon, and in no event later than one (1) Business Day after, receipt by Holdings, the Borrower Company or its the other Subsidiary of the Net Proceeds of such Disposition, Holdings shall prepay the Term B Loans in an aggregate amount equal to 100% of the amount by which the Net Proceeds of such Disposition when added to the Net Proceeds received by Holdings, the Company or any other Subsidiary on account of all other Dispositions which have occurred in such fiscal year, less the amount, if any, of Net Cash Proceeds and already so applied in such fiscal year, exceeds $50,000,000; provided, however, that with respect to any Non-Wholly-Owned Subsidiary, Holdings shall only be required to prepay the Administrative Agent will promptly notify each Lender Term B Loans as provided above in an amount equal to the ratable portion of its receipt of each the Net Proceeds received by such noticeNon-Wholly-Owned Subsidiary based on Holdings’ direct or indirect interest in such Non-Wholly-Owned Subsidiary. (biv) The Borrower If Holdings, the Company or any other Subsidiary shall at any time or from time to time issue any debt securities or otherwise borrow money (other than any Loans and other Indebtedness permitted under Section 8.05), then (i) Holdings shall promptly notify the Administrative Agent by telephone (confirmed by facsimile in advance of the estimated Net Issuance Proceeds of such issuance or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowingborrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or and (ii) promptly upon, and in the case of prepayment of an ABR Borrowing, not no event later than 2:00 p.m., New York City time, one (1) Business Day before after, receipt by Holdings, the date Company or the other Subsidiary of prepayment. Each the Net Issuance Proceeds of such notice issuance or borrowing, Holdings shall be irrevocable and shall specify prepay the prepayment date and the principal Term B Loans in an aggregate amount of each Borrowing or portion thereof equal to be prepaid and set forth a reasonably detailed calculation 100% of the amount of such mandatory prepayment. Promptly following receipt Net Issuance Proceeds; provided, however, that with respect to any Non-Wholly-Owned Subsidiary, Holdings shall only be required to prepay the Term B Loans as provided above in an amount equal to the ratable portion of the Net Issuance Proceeds received by such Non-Wholly-Owned Subsidiary in respect of such issuance or borrowing based on Holdings’ direct or indirect interest in such Non-Wholly-Owned Subsidiary. (v) Any prepayments pursuant to this Section 2.08 shall be subject to Section 4.04 and applied, first, to any such noticeBase Rate Loans then outstanding and then to Offshore Rate Loans with the shortest Interest Periods remaining; provided, however, that if the amount of Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, Holdings may, at its option, place any amounts which it would otherwise be required to use to prepay Offshore Rate Loans on a day other than the last day of the Interest Period therefor into an interest-bearing account pledged to the Administrative Agent shall advise for the benefit of the Lenders until the end of the contents thereofsuch Interest Period at which time such pledged amounts will be applied to prepay such Offshore Rate Loans. Each Holdings shall pay, together with each prepayment under this Section 2.11(a) 2.08, accrued interest on the amount of any Offshore Rate Loans prepaid and any amounts required pursuant to Section 4.04. Prepayments of Term B Loans shall be applied ratably to reduce the Loans. Prepayments shall be accompanied by accrued interest Term B Loans with respect to each remaining installment of principal pro rata in accordance with the extent required by then remaining installments payable under Section 2.13(d2.09(a). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.

Mandatory Prepayments of Loans. Notwithstanding the provisions of Section 3.04 of this Agreement: (a) In if for any reason the event that Aggregate Outstanding Extensions of Credit shall exceed the lesser of (i) the Maximum Availability Amount then in effect (including without limitation after giving effect to any reduction in the Maximum Availability Amount in pursuant to Section 2.04(a) of this Agreement), or (ii) the Collateral Pool, the Borrower shall within one (1) Business Day, and without notice or demand, prepay the outstanding principal amount of the Loans outstanding at such time by an amount equal to the applicable excess and if upon repayment of all Loans there remains an excess amount, such excess amount shall be covered with Cash Collateral as provided in Section 4.06 of this Agreement; (b) if for any reason the sum of the Combined Facilities Aggregate Outstanding Extensions of Credit shall exceed the least of (i) Combined Facilities Maximum Amount then in effect (including without limitation after giving effect to any reduction in the Maximum Availability Amount in pursuant to Section 2.04(a) of this Agreement), (ii) the Collateral Pool, or (iii) $700,000,000, the Borrower shall within one (1) Business Day, and without notice or demand, prepay the outstanding principal amount of the Loans outstanding at such time by an amount equal to the applicable excess and if upon repayment of all Loans there remains an excess amount, such excess amount shall be covered with Cash Collateral as provided in Section 4.06 of this Agreement; and (c) if for any reason the aggregate amount of outstanding Swing Line Loans shall exceed the Swing Line Sublimit, the Borrower shall within one (1) Business Day, and without notice or demand, prepay the outstanding principal amount of the Swing Line Loans outstanding at such time by an amount equal to the applicable excess. (d) Upon the sale of any assets or property of the Borrower or any of its Subsidiaries receives any (other than the sale of Inventory or other disposition of obsolete or worn out property in the ordinary course of the Borrower’s or such Subsidiary’s business), the Borrowers shall immediately prepay the outstanding Loans in an amount equal to 100% of the Net Cash Proceeds arising from of such sale (provided, however, that no such prepayment shall be required in an amount in excess of the then outstanding Loans). (e) Upon the issuance or incurrence of any Asset Salesenior Indebtedness (other than hereunder or under Facility B or Indebtedness otherwise permitted under Section 9.05 of this Agreement) by the Borrower or any of its Subsidiaries on or after the Closing Date, Debt Issuance or Equity Issuance, then the Borrower shall immediately prepay the outstanding Loans in an amount equal to 100% of such the Net Cash Proceeds of such senior Indebtedness (provided, however, that no such prepayment shall be applied by required in an amount in excess of the Borrower to prepay the Loans not later than five Business Days following the then outstanding Loans). (f) Upon receipt by the Borrower or such Subsidiary any of such Net Cash Proceeds. The its Subsidiaries of any extraordinary gains resulting from a transaction not in the ordinary course of the Borrower’s business, or any proceeds of insurance in an aggregate amount in excess of $100,000, with respect to any Collateral, the Borrower shall notify immediately prepay the Administrative Agent within three Business Days outstanding Loans in an amount equal to 100% of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. extraordinary gain or proceeds (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any provided, however, that no such prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal required in an amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation in excess of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the then outstanding Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.

Mandatory Prepayments of Loans. (a) In If the event Agent notifies the Company at any time that the Borrower Total Revolving Usage at such time exceeds an amount equal to 105% of the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Loans and/or the applicable Borrowers shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) If at any time of calculation by the Agent (pursuant to Section 2.08(a) or otherwise) the Dollar Equivalent principal amount of all outstanding Fronted Offshore Currency Loans in the same Alternative Currency exceeds the aggregate Fronted Offshore Currency Commitments with respect thereto as a result of fluctuations in currency exchange rates, the applicable Borrowers shall, within two Business Days after receipt of notice thereof, prepay Fronted Offshore Currency Loans in an amount sufficient to eliminate such excess. (c) If the Company, any Material Domestic Subsidiary or any of its Subsidiaries Securitization Subsidiary receives any Net Cash Proceeds arising from any Asset Saleof the following events, Debt Issuance or Equity Issuancethe Company shall, then 100% of for so long as any Term Loans are outstanding, apply such Net Cash Proceeds shall be applied by at the Borrower following times, in the following amounts (in each case rounded down to prepay an integral multiple of $100,000) and in the Loans not later than order of application set forth in subsection (d) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds from any Disposition (other than (A) a Disposition of the type described in Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) (but only to the extent the property so Disposed was not, at the time of such Disposition, Collateral) or (n), regardless of whether made by a Loan Party; (B) at any time that the Leverage Ratio is less than 3.50 to 1.0 on a pro forma basis immediately after giving effect to any Permitted Securitization, the first $250,000,000 in Net Cash Proceeds from any Permitted Securitization made after the Effective Date that is permitted by Section 8.02(d); and (C) the Administrative Agent will promptly notify each Lender first $25,000,000 of its receipt Net Cash Proceeds from any Disposition made after the Effective Date that is permitted solely by Section 8.02(o)), whether by merger, consolidation or otherwise, the Company shall make a Proceeds Application in an amount (rounded down as provided above) equal to the result (if positive) of each (x) all Net Cash Proceeds from all such noticeDispositions received after the Effective Date minus (y) $50,000,000 minus (z) all amounts previously applied pursuant to this clause (i) after the Effective Date. (bii) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Within five Business Days before following the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such noticeNet Cash Proceeds from the issuance of any Indebtedness (other than (A) Indebtedness in respect of Swap Contracts incurred in the ordinary course of business and not for speculative purposes; (B) Indebtedness secured by Liens of the type described in Section 8.01(a), (j), (k), (m), (n), (r) or (u) regardless of whether made by a Loan Party; (C) Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facility entered into in the ordinary course of business; (D) Indebtedness incurred in the ordinary course of business in connection with any like-kind exchange under Section 1031 of the Code that is secured solely by the property subject to the applicable transaction; (E) Indebtedness arising under the Loan Documents, (F) Permitted Acquired Debt; (G) Indebtedness permitted under clause (A)(y) of Section 8.05(b); (H) Indebtedness otherwise permitted hereunder incurred to finance a Permitted Acquisition; or (I) Indebtedness permitted hereunder constituting a refinancing, extension or renewal of Indebtedness permitted hereunder), the Administrative Agent Company shall advise make a Proceeds Application in an amount (rounded down as provided above) equal to the Lenders result of (x) all Net Cash Proceeds from issuances of all such Indebtedness received after the contents thereof. Effective Date minus (y) all amounts previously applied pursuant to this clause (ii). (d) Each prepayment under Section 2.11(a) Proceeds Application shall be applied ratably to the Loans. Prepayments Term Loan(s) in proportion to the original principal amounts thereof, and shall be accompanied by accrued interest applied ratably to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedremaining installments thereof.

Mandatory Prepayments of Loans. (a) In If at any time the Aggregate Amount exceeds the Borrowing Base Advance Cap (including, in the event of a reduction of the Committed Line contemplated in Section 2.05A), the Borrower shall within one (1) Business Day thereof and without notice or demand (i) first, repay the Loans in an amount equal to such excess amount, and (ii) second, Cash Collateralize Letters of Credit to the extent of the remaining excess amount. (b) At such time that the sum of all Net Cash Proceeds (including, without limitation, any insurance proceeds) of all Asset Dispositions after the Closing Date received by the Borrower or and the Mexican Sub exceeds $100,000 in any of its Subsidiaries receives fiscal year, then any Net Cash Proceeds arising from received above such amount (“Excess Proceeds”) shall be subject to this Section 2.05(b). The Borrower shall, immediately upon receipt of such Excess Proceeds, first prepay the Loans and second, only if any Event of Default shall have occurred and be continuing, Cash Collateralize Letters of Credit, in an amount equal to such Excess Proceeds. Notwithstanding the foregoing, Net Cash Proceeds of Asset Sale, Debt Issuance or Equity Issuance, then 100% of Disposition shall not be required to be applied to such prepayment and Cash Collateralization to the extent such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt are used by the Borrower or such Subsidiary within 180 days following the date of receipt of such Net Cash Proceeds to acquire replacements for the assets subject to such Asset Disposition to be used in the business of the Borrower or such Subsidiary. 100% of the amount of such Net Cash Proceeds not so used during such 180 day period shall be applied toward the prepayment of the Loans and Cash Collateralization of Letters of Credit on the earlier of (x) the date 180 days after receipt of such Net Cash Proceeds, or (y) the date the Borrower shall determine not to acquire replacement assets with such Net Cash Proceeds. All Net Cash Proceeds of Asset Dispositions received by the Borrower from time to time which are or may be required to be applied at a later date to prepayment of the Loans and such Cash Collateralization shall be paid by the Borrower to the Agent and held as Cash Collateral until such time as such Net Cash Proceeds are applied to prepay the Loans or applied to such Cash Collateralization or used to acquire replacement assets as provided above in this Section 2.05(b), provided, however, that upon the occurrence of and during the continuance of any Event of Default, such Cash Collateral shall not be used to acquire replacement assets but shall only be applied to payment of the Obligations. (c) If on any date the Effective Amount of L/C Obligations relating to Letters of Credit exceeds the L/C Cap or the Effective Amount of L/C Obligations relating to Standby L/Cs exceeds the L/C Cap for Standbys, the Borrower shall Cash Collateralize on such date the outstanding Letters of Credit or Standby L/Cs, as applicable, in an amount equal to 105% of the excess above each such cap. If at any time such excess shall be reduced or eliminated and no Default or Event of Default shall have occurred and be continuing, such Cash Collateral or portion thereof which is no longer necessary to comply with the preceding sentence shall be released to the Borrower. On the Expiration Date, Borrower shall Cash Collateralize all then outstanding Letters of Credit in the manner described in and to be applied as set forth in Section 9.03 whether or not Section 9.03 is otherwise applicable at such time. (d) Mandatory prepayments of Loans received from the Borrower shall be applied first to Swing Line Loans and then to Revolving Loans. The Borrower shall notify be required in connection with each prepayment to pay additional amounts as provided in Section 4.04 hereof. Payments allocated to Revolving Loans shall be allocated among the Administrative Agent within three Business Days Lenders according to each Lender’s Pro Rata Share (and after the occurrence of the receipt by the Borrower or a Sharing Event, its Subsidiary of any such Net Cash Proceeds Adjusted Pro Rata Share) and the Administrative Agent will shall promptly notify each Lender of its receipt of each apply such notice. (b) The Borrower shall notify payments to Revolving Loans in such order such that those Revolving Loans outstanding the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice longest shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedrepaid first.

Mandatory Prepayments of Loans. (a) In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity Issuance, then 100% of such Net Cash Proceeds The Borrowers shall be applied by the Borrower to prepay the Loans not later than five Business Days following on the receipt by effective date of any reduction or termination in the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify Commitment to the Administrative Agent within three Business Days extent that the aggregate principal amount of the receipt by Loans on such date shall exceed the Borrower or its Subsidiary amount equal to (x) the amount of any the Commitment in effect on such Net Cash Proceeds and date less (y) the Administrative Agent will promptly notify each Lender amount of its receipt the LC Obligations at such time; if the Commitment is terminated in full, then the Borrowers shall immediately prepay in full the aggregate outstanding principal amount of each such noticeall Loans. (bi) The Borrower Borrowers shall notify immediately prepay the Administrative Agent by telephone Loans to the extent that the sum of (confirmed by facsimile or by other electronic transmissionx) the aggregate outstanding principal amount thereof on any day, plus (y) the aggregate amount of any LC Obligations outstanding on such day, shall exceed 66.67% of the Collateral Value on such day. Subject to the terms and conditions of this Agreement, amounts prepaid under this clause (b)(i) may be reborrowed. (ii) As an alternative to the prepayment required by Section 2.11(a) the foregoing clause (i) in the case of prepayment of (but only if a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date Borrower so requests and the principal amount Bank advises the Borrower in writing that, solely with respect to such request, such alternative is acceptable to the Bank), the Borrowers shall immediately deliver and pledge to the Bank that number of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation additional LP Units which, when multiplied by the Market Value of such LP Units, shall equal 150% of the amount of such mandatory prepaymentexcess, together with a pledge agreement substantially similar to the Pledge Agreement. Promptly following receipt of No request by a Borrower in accordance with this clause (b)(ii), nor any delay by the Bank in responding to any such noticerequest, shall relieve either Borrower of its obligations under clause (b) (i) immediately preceding; the Borrower shall have the right to utilize the alternative provided by this clause (b)(ii) only after receiving written acknowledgement from the Bank that, as to the particular instance in question, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(aBank is amenable to such alternative. (c) shall be applied ratably Repayments pursuant to the Loans. Prepayments foregoing provisions of this Section shall first be accompanied by accrued interest made against (to the extent required available and subject to the other provisions of this Agreement) outstanding LIBOR Loans having an Interest Period ending on the date of such repayment, or to Base Rate Loans, as directed by Section 2.13(d). Each prepayment a Borrower by written (or telephonic, promptly confirmed in writing) notice to the Bank or, in the absence of a Borrowing under this Section 2.11 such direction, by the Bank. (d) The then-unpaid principal amount of the Loans shall not be reborrowedpayable in full on the Maturity Date.

Mandatory Prepayments of Loans. (a) In If on or after the event that Effective Date any Equity Issuance or Incurrence of Indebtedness shall occur (excluding (i) issuances of Equity Interests to Comcast, GE or their respective affiliates and (ii) any Indebtedness incurred by any Restricted Subsidiary in accordance with Section 7.02 other than clause (f) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 5 Business Days following the receipt of such Net Cash Proceeds toward the prepayment of the Loans. (b) If on or after the Effective Date the Borrower or any of its Restricted Subsidiaries receives any shall receive Net Cash Proceeds arising from any Asset SaleSale or Recovery Event then, Debt Issuance or Equity Issuanceunless a Reinvestment Notice shall be delivered in respect thereof, then 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five 5 Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify Proceeds toward the Administrative Agent within three Business Days prepayment of the receipt by Loans; provided, that, notwithstanding the Borrower or its Subsidiary of any such 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 $100,000,000 in the aggregate and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans. (c) The Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of mandatory prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepaymentLoans. Each such notice Lender’s Loan shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of reduced pro rata by the amount of such mandatory prepayment. Promptly following receipt Any prepayment of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the Loans. Prepayments a Eurodollar Rate Loan shall be accompanied by all accrued interest to thereon, together with the extent required by costs set forth in Section 2.13(d)3.05. Each prepayment Mandatory prepayments of a Borrowing under this Section 2.11 shall the Loans may not be reborrowed.

Mandatory Prepayments of Loans. (a) In If the event Agent notifies the Borrower at any time that the Total Revolving Usage at such time exceeds the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) Within five Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b) for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2011, the Borrower shall make a prepayment of Term Loans in an amount equal to the excess (if any) of (A) the Applicable ECF Percentage of Excess Cash Flow for such fiscal year over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.08(a) (such prepayments to be applied as set forth in subsection (d) below). (c) If the Borrower or any of its Subsidiaries Subsidiary receives any Net Cash Proceeds arising from any Asset Saleof the following events, Debt Issuance or Equity Issuancethe Borrower shall, then 100% of for so long as any Term Loans are outstanding, apply such Net Cash Proceeds shall be applied by at the Borrower to prepay following times and in the Loans not later than order of application set forth in subsection (d) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt of any Net Cash Proceeds from any Disposition (other than a Disposition of the type described in Section 8.02(a) through 8.02(i)) or Recovery Event (in each case excluding, for the avoidance of doubt, amounts reinvested or to be reinvested as contemplated by the definition of “Net Cash Proceeds”), the Borrower or such Subsidiary shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three . (ii) Within five Business Days of following the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and from (x) the Administrative Agent will promptly notify each Lender issuance of its receipt of each such notice. any Indebtedness (bother than Indebtedness permitted by Section 8.05) The or (y) any increase in the Outstanding Securitization Amount above the highest Outstanding Securitization Amount, if any, previously in effect, the Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) make a Proceeds Application in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof equal to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of Net Cash Proceeds. (d) Except to the extent any such noticeIncremental Term Joinder Agreement or Extension Amendment provides that the Term Loans established thereby shall receive a lesser amount from any prepayment pursuant to clause (b) or (c) above, the Administrative Agent shall advise the Lenders of the contents thereof. Each each prepayment under Section 2.11(apursuant to clause (b) or (c) above shall be applied ratably to the Loans. Prepayments Term Loan(s) of each Class in proportion to the original principal amounts thereof, and shall be accompanied by accrued interest applied ratably to the extent required by Section 2.13(d)remaining installments thereof. (e) The Borrower shall prepay all Term B Loans that are not Converted Term B Loans on the Amendment No. Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.1

Mandatory Prepayments of Loans. (a) In The Borrowers shall prepay the event that Loans in accordance with Section 5.08(e) below in an amount equal to one hundred percent (100%) of the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from of all sales or dispositions consummated after the Original Closing Date by the Borrowers and their Subsidiaries of non-current assets (except for sales and dispositions permitted by Section 9.03). To the extent any Asset Sale, Debt Issuance or Equity Issuance, then 100% of prepayment is required under this Section 5.08(a) such Net Cash Proceeds prepayment shall be applied by the Borrower to prepay the Loans not due no later than five (5) Business Days following the receipt by the Borrower after such sale or such Subsidiary of such disposition is effected, along with a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower Borrowers shall notify prepay the Administrative Agent by telephone Loans in accordance with Section 8.10 in an amount equal to one hundred percent (confirmed by facsimile or by other electronic transmission100%) of the Net Cash Proceeds from (i) the issuance of Subordinated Debt and (ii) equity issuance to Sun Capital Holdings, LLC. Such prepayment shall be made on the day the Subordinated Debt transaction and equity issuance are consummated. (c) The Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds from the issuance by any Borrower of Stock (except for Stock issued with respect to employee stock options more particularly described on Schedule 7.24) or debt securities (other than Subordinated Debt described in Section 5.08 (b) above). Such prepayment shall be made no later than the Business Day following the date of receipt by any Borrower of any such Net Cash Proceeds. (d) The Borrowers shall, concurrently with the delivery of the financial information required by under Section 2.11(a8.07(a) with respect to each Fiscal Year (but in no event later than the date such information is required to be delivered), commencing with the delivery of the financial information with respect to Fiscal Year 2002, make a mandatory prepayment of the outstanding principal amount of the Term Loans pro rata (i) in an amount equal to fifty percent (50%) of Excess Cash Flow; provided, however, that the case Borrowers shall not be required to prepay the Term Loans pursuant to this Section 5.08(d) with respect to any Fiscal Year, to the extent any such prepayment would cause the sum of (A) the amount of prepayments of the Term Loans made during such Fiscal Year pursuant to this Section 5.08(d), plus (B) the amount of principal repayments of the Term Loans made during such Fiscal Year pursuant to Section 3.01(c) and 4.01(c), to be (in Sterling and Dollars) in excess of the Dollar Equivalent of $6,000,000. (e) Prepayments required under subsections (a), (b) and (c) of this Section 5.08 shall be applied as follows: first to the Administrative Agent's Fee and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Credit Documents; second, to all other Fees and reimbursable expenses of the Lenders and the Issuing Banks then due and payable pursuant to any of the Credit Documents, to the Lenders and the Issuing Banks based on their respective pro rata share of such expenses; third, to the interest then due and payable on the Term Loans made to the Term Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of the Term Loans, fourth, to the principal balance of the Term Loans applied against the remaining installments of principal due in respect of the Term Loans, in the inverse order of maturity, until the same shall have been paid in full, to the Term Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of the Term Loan, fifth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the interest then due and payable on the Revolving Loans made to the Revolving Lenders based on their respective Pro Rata Shares of both aggregate outstanding principal amounts of all Revolving Loans, sixth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the principal balance of the Sterling and Domestic Revolving Loans applied against the aggregate outstanding principal amounts of all Revolving Loans, until the same shall have been paid in full, pro rata to the Revolving Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of all Revolving Loans; provided, however, in connection with any prepayment required under Section 5.08(a), if the prepayment of a Eurocurrency Borrowingthe Term A Loan shall, not later than 2:00 p.m., New York City at the time, three Business Days before be unlawful because of the date failure of the Sterling Borrower and its subsidiaries to complete the Whitewash Procedure, then such prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify made immediately upon the prepayment date and completion of the Whitewash Procedure. (f) If at any time the aggregate outstanding principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation the Domestic Revolving Loans, the Dollar Equivalent of the aggregate outstanding principal amount of such mandatory prepayment. Promptly following receipt Sterling Revolving Loans (as of any such noticethe most recent Determination Date), the Administrative Agent shall advise the Lenders aggregate amount of L/C Obligations (as of the contents thereof. Each prepayment most recent Determination Date), the aggregate outstanding principal amount of Domestic Swingline Loans and the Dollar Equivalent of the aggregate outstanding principal amount of Sterling Swingline Loans (as of the most recent Determination Date) exceeds the Borrowing Limit, as reduced pursuant to Section 2.12(a) or otherwise (a "Revolving Credit Deficiency"), the Domestic Borrower shall immediately repay the Domestic Revolving Loans and the Domestic Swingline Loans and the Sterling Borrower shall immediately repay the Sterling Revolving Loans and the Sterling Swingline Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed5.

Mandatory Prepayments of Loans. (a) In If the event Agent notifies the Borrower at any time that the Total Revolving Usage at such time exceeds the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) If the Borrower or any of its Subsidiaries Subsidiary receives any Net Cash Proceeds arising from any Asset Saleof the following events, Debt Issuance or Equity Issuancethe Borrower shall, then 100% of for so long as any Term Loans are outstanding, apply such Net Cash Proceeds shall be applied by at the Borrower to prepay following times and in the Loans not later than order of application set forth in subsection (c) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt of any Net Cash Proceeds from any Disposition (other than a Disposition of the type described in Section 8.02(a) through 8.02(i)) or Recovery Event (in each case excluding, for the avoidance of doubt, amounts reinvested or to be reinvested as contemplated by the definition of “Net Cash Proceeds”), the Borrower or such Subsidiary shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three . (ii) Within five Business Days of following the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and from (x) the Administrative Agent will promptly notify each Lender issuance of its receipt of each such notice. any Indebtedness (bother than Indebtedness permitted by Section 8.05) The or (y) any increase in the Outstanding Securitization Amount above the highest Outstanding Securitization Amount, if any, previously in effect, the Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) make a Proceeds Application in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof equal to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of Net Cash Proceeds. (c) Except to the extent any such noticeIncremental Term Joinder Agreement or Extension Amendment provides that the Term Loans established thereby shall receive a lesser amount from any prepayment pursuant to clause (b) above, the Administrative Agent shall advise the Lenders of the contents thereof. Each each prepayment under Section 2.11(apursuant to clause (b) above shall be applied ratably to the Loans. Prepayments Term Loan(s) of each Class in proportion to the original principal amounts thereof, and shall be accompanied by accrued interest applied ratably to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedremaining installments thereof.

Mandatory Prepayments of Loans. (ai) If for any reason the Total Revolving Outstanding at any time exceed the Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, the Total Revolving Outstanding exceed the Revolving Commitments then in effect. (ii) Not later than the fifth Business Day following any receipt of Net Cash Proceeds in respect of any Disposition, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and, subject to Section 9.02(c), to Cash Collateralize L/C Obligations, if any. (iii) In the event that the Borrower any Loan Party or any of its Subsidiaries receives any Subsidiary shall receive Net Cash Proceeds arising from the issuance or other disposition of Indebtedness of any Asset SaleLoan Party or any Subsidiary (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 8.03), Debt Issuance the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or Equity Issuancesuch Subsidiary, then apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and to Cash Collateralize L/C Obligations, if any. (iv) In the event that any Loan Party or any Subsidiary shall be applied by receive Net Cash Proceeds from any public offering, sale or other Disposition of the Equity Interests of any Loan Party (other than to the extent such disposition is to another Loan Party or permitted under Section 8.05(iv)), the Borrower to prepay the Loans shall, substantially simultaneously with (and in any event not later than five the third Business Days following Day next following) the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days Proceeds by such Loan Party or such Subsidiary, apply an amount equal to 100% of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds to prepay outstanding Loans and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeto Cash Collateralize L/C Obligations, if any. (bv) The Borrower shall notify deliver to the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) Agent, at the time of any each prepayment required under Sections 2.05(b)(ii), (iii) and (iv), (A) a certificate signed by Section 2.11(a) (i) a Responsible Officer of the Borrower setting forth in reasonable detail the case calculation of the amount of such prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or and (ii) in to the case extent practicable, at least three days prior written notice of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and of prepayment shall specify the prepayment date date, the Type of each Loan being prepaid and the principal amount of each Borrowing Loan (or portion thereof thereof) to be prepaid and set forth a reasonably detailed calculation shall be substantially in the form of the amount of Exhibit 2.05 or such mandatory prepayment. Promptly following receipt of any such notice, other form as shall be acceptable to the Administrative Agent shall advise the Lenders Agent. (vi) All prepayments of the contents thereof. Each prepayment Borrowings under this Section 2.11(a) 2.05 shall be applied first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations. Prepayments Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments of Borrowings under this Section 2.05 shall be subject to Section 3.05, but otherwise shall be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to the extent required by Section 2.13(d). Each prepayment date of a Borrowing under this Section 2.11 shall not be reborrowedpayment.

Mandatory Prepayments of Loans. (a) In The Borrowers shall prepay the event that Loans in accordance with Section 5.08(e) below in an amount equal to one hundred percent (100%) of the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from of all sales or dispositions consummated after the Closing Date by the Borrowers and their Subsidiaries of non-current assets (except for sales and dispositions permitted by Section 9.03) in any Asset Sale, Debt Issuance or Equity Issuance, then 100% of Fiscal Year. To the extent any prepayment is required under this Section 5.08(a) such Net Cash Proceeds prepayment shall be applied by the Borrower to prepay the Loans not due no later than five (5) Business Days following after the receipt by expiration of the Borrower applicable acquisition or such Subsidiary of such capital investment period set forth above, along with a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower Borrowers shall notify prepay the Administrative Agent by telephone Loans in accordance with Section 5.08(e) below in an amount equal to one hundred percent (confirmed by facsimile or by other electronic transmission100%) of the Net Cash Proceeds from the issuance of Subordinated Debt pursuant to Section 8.10 hereof, provided that, so long as no Default or Event of Default has occurred and is continuing, and the Borrowers shall have prepaid the Loans from the Net Cash Proceeds of the issuance of Subordinated Debt pursuant to Section 8.10 in an amount equal to at least $7,500,000, the Borrowers shall be required to prepay the Loans in accordance with Section 5.08(e) below in an amount equal to fifty percent (50%) of the Net Cash Proceeds from the issuance of any other Subordinated Debt. Such prepayment shall be made on the day such Subordinated Debt transaction is consummated. (c) The Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds from the issuance by any Borrower of Stock (except for Stock issued with respect to employee stock options more particularly described on Schedule 7.24) or debt securities. Such prepayment shall be made no later than the Business Day following the date of receipt by any Borrower of any such Net Cash Proceeds. (d) The Borrowers shall, concurrently with the delivery of the financial information required by under Section 2.11(a8.07(a) with respect to each Fiscal Year (but in no event later than the date such information is required to be delivered) commencing with the delivery of the financial information with respect to Fiscal Year 2001, make a mandatory prepayment of the outstanding principal amount of the Loans (i) in an amount equal to fifty percent (50%) of Excess Cash Flow for each Fiscal Year for which Leverage Ratio, as reported in the case of prepayment of a Eurocurrency Borrowingcompliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(A) with respect to such Fiscal Year, not later is less than 2:00 p.m.2.50:1.00, New York City time, three Business Days before the date of prepayment or (ii) in an amount equal to sixty percent (60%) of Excess Cash Flow for each Fiscal Year for which Leverage Ratio, as reported in the case compliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(a) with respect to such Fiscal Year, is equal to or in excess of 2.50:1.00; provided, however, that the Borrowers shall not be required to prepay the Term Loans pursuant to this Section 5.08(d) with respect to any Fiscal Year, to the extent any such prepayment would cause the sum of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of (A) the amount of prepayments of the Term Loans made during such mandatory prepayment. Promptly following receipt Fiscal Year pursuant to this Section 5.08(d), plus (B) the amount of any principal repayments of the Term Loans made during such noticeFiscal Year pursuant to Section 3.01(c) and 4.01(c), to be in excess of $6,000,000. (e) Prepayments required under this Section 5.08 shall be applied as follows: first to the Administrative Agent's Fee and reimbursable expenses of the Administrative Agent shall advise then due and payable pursuant to any of the Credit Documents; second, to all other Fees and reimbursable expenses of the Lenders and the Issuing Banks then due and payable pursuant to any of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably Credit Documents, pro rata to the Loans. Prepayments shall be accompanied by accrued interest Lenders and the Issuing Banks based on their respective pro rata share of such expenses; third, to the extent interest then due and payable on the Term Loans made pro rata to the Term Lenders based on their respective Pro Rata Shares of the Term Loan Commitments, fourth, to the principal balance of the Term Loans applied pro rata against the remaining installments of principal due in respect of the Term Loans, until the same shall have been paid in full, pro rata to the Term Lenders based on their respective Pro Rata share of the Term Loan Commitments, fifth, if required by Section 2.13(dpursuant to subsections 5.08(a). Each prepayment , (b) and (c) above, to the interest then due and payable on the Revolving Loans made pro rata to the Revolving Lenders based on their respective Pro Rata Shares of a Borrowing under this Section 2.11 the Revolving Credit Commitments, sixth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the principal balance of the Revolving Loans applied pro rata against the remaining installments of principal due in respect of the Revolving Loans, until the same shall not be reborrowedhave been paid in full, pro rata to the Revolving Credit Lenders based on their respective Pro Rata share of the Revolving Credit Commitments.

Mandatory Prepayments of Loans. (a) In the event that Upon receipt by the Borrower or any of its Subsidiaries receives of any Extraordinary Receipts aggregating any amount in excess of $5,000,000 in relation to one or a series of related events in respect of its property or assets (a “Prepayment Event”), the Borrower shall, at such time as the aggregate Net Cash Proceeds arising from any Asset Saleof Prepayment Events occurring after the Closing Date exceeds $50,000,000, Debt Issuance or Equity Issuance, then prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three (3) Business Days after the date of receipt thereof by the Borrower or such Domestic Subsidiary subject to the provisions of Section 5.17(d); provided that so long as no Default or Event of Default shall have occurred and be continuing, if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in its business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall be applied by have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the Borrower to prepay the Loans not later than five Business Days following the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Proceeds (provided that if the relevant project is not substantially completed within 24 months after such date of receipt, the Borrower shall notify have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 24-month period that it reasonably expects completion to occur within three Business Days such additional 12-month period and attaching a budget and schedule for the remaining portion of the receipt construction that evidences the same); provided further that, with respect to any Prepayment Event involving Extraordinary Receipts in an aggregate amount in excess of $50,000,000, by not later than the next following date on which an Officer’s Compliance Certificate is required to be delivered pursuant to Section 8.2(a) after the Borrower consummates such restoration, repair or its Subsidiary replacement or purchase with respect to all or the last remaining portion of any such Extraordinary Receipts, it shall deliver a certificate (or include a certification in the Officer’s Compliance Certificate) of a Responsible Officer to the Administrative Agent certifying that all such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 5.17(a) and, as a result, no mandatory prepayments are required under this Section 5.17(a); provided, further, that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Term Loans as set forth in clause (b) of this Section 5.17, and, following the payment in full of the Term Loans, to the Revolving Facility as set forth in clause (c) of this Section 5.17. To the extent that any or all of the Net Cash Proceeds of any Extraordinary Receipts that are required to be applied to prepayments pursuant to this Section 5.17 are received by a Foreign Subsidiary is prohibited 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 Loans at the times provided in this Section 5.17 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 once such repatriation of any of such affected Net Cash Proceeds that would otherwise be required to be applied to prepayments pursuant to this Section 5.17 is permitted under the Administrative Agent applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly notify each Lender (and in any event not later than two Business Days after such repatriation) applied (net of its receipt additional taxes payable or reserved against as a result thereof) to the repayment of each such noticethe Loans pursuant to this Section 5.17. (b) The Borrower Each prepayment of Term Loans pursuant to this Section 5.17 shall notify be applied: (x) first, in direct order of maturities, to the Administrative Agent by telephone principal repayment installments of Term Loans due within the eight Fiscal Quarters following such prepayment, and second, on a pro rata basis to the remaining principal repayment installments of Term Loans, and unless otherwise provided herein, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the outstanding Term Loans; and (confirmed by facsimile or by other electronic transmissiony) thereafter, to the Revolving Facility in the manner set forth in Section 5.17(c). (c) Prepayments of any prepayment required by the Revolving Facility made pursuant to this Section 2.11(a) (i) 5.17(a), first, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swingline Loans outstanding at such time until all such Swingline Loans are paid in full, and, third, shall be applied to prepay Revolving Loans outstanding at such time until all such Revolving Loans are paid in full; and, in the case of prepayments of the Revolving Facility required pursuant to this Section 5.17, the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time, may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable Issuing Lender or the Revolving Lenders, as applicable. (d) Notwithstanding the provisions of Section 5.17(a), if any mandatory prepayments under Section 5.17(a) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 5.9 as a result of any such mandatory prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before LIBOR Rate Loans prior to the date of prepayment or (ii) in the case of prepayment last day of an ABR BorrowingInterest Period, not later than 2:00 p.m.so long as no Event of Default has occurred and is continuing, New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify Borrower may defer the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount making of such mandatory prepayment. Promptly following receipt prepayment until the earlier of any (A) the last day of such notice, Interest Period and (B) the Administrative Agent shall advise date thirty days after the Lenders of the contents thereof. Each date on which such mandatory prepayment under Section 2.11(a) shall would otherwise have been required to be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedmade.

Mandatory Prepayments of Loans. (i) Prior to the Merger Funding Date and promptly after any Loan Party receives any Net Cash Proceeds, such Loan Party shall make or cause to be made a mandatory prepayment of the Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. (ii) On and after the Merger Funding Date, promptly after a Loan Party receives any Net Cash Proceeds, such Loan Party shall make or cause to be made a mandatory prepayment of the Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, except that for purposes of this clause (ii), ----------- such Loan Party shall not be required to make or cause to be made a mandatory prepayment of more than fifty percent (50%) of Net Cash Proceeds described in clause (iii)(A) of the definition thereof. --------------- (iii) On and after the Merger Funding Date, as soon as practicable, and in any event within 90 days after the end of each Cash Flow Period, (A) the Company shall calculate the Excess Cash Flow for such Cash Flow Period and (B) the Borrowers shall make a mandatory prepayment of the Loans equal to (x) seventy-five percent (75%) of such Excess Cash Flow if the Leverage Ratio of the Company and its Subsidiaries on the last day of such Cash Flow Period is greater than or equal to 2.5 to 1 or (y) fifty percent (50%) of such Excess Cash Flow if the Leverage Ratio of the Company and its Subsidiaries is less than 2.5 to 1. (iv) Nothing in this Section 3.01(b) shall be construed to constitute --------------- the Lenders' consent to any transaction referred to in clause (i) above which is ---------- not expressly permitted by Article IX. ---------- (v) Each mandatory prepayment required by clauses (i), (ii) and (iii) ------------------- ----- of this Section 3.01(b) shall be referred to herein as a "Designated --------------- ---------- Prepayment". Except, prior to the Merger Funding Date, to the extent otherwise ---------- required under Regulations G, U or X, Designated Prepayments shall be allocated and applied (a) In prior to the event that Merger Funding Date, first, to the repayment of the ----- Revolving Loans; second, to any outstanding Reimbursement Obligations, third, ------ ----- to the repayment of the Tender Offer Loans, and then, to the extent any such ---- Obligations are contingent, the remaining balance of Designated Prepayments shall be deposited with the Administrative Agent as Cash Collateral in respect of such contingent Obligations; and (b) from and after the Merger Funding Date, first, to the repayment of the Term Loans of the Borrower or making such Designated ----- Prepayment (pro rata to each remaining installment thereof); second, to the ------ repayment of the Term Loans of the other Borrowers (pro rata to the Term Loans of each other Borrower and, in each case, to each remaining installment thereof); third, to the repayment of the Revolving Loans; fourth, to any ----- ------ remaining non-contingent Revolving Credit Obligations; and then, to the extent ---- any such Obligations are contingent, the remaining balance of its Subsidiaries receives Designated Prepayments shall be deposited with the Administrative Agent as Cash Collateral in respect of such contingent Obligations. Notwithstanding the order of application set forth in the previous sentence, any Designated Prepayment resulting from the receipt of Net Cash Proceeds arising from a sale of assets of the Company or any Asset SaleRestricted Subsidiary pursuant to Section 9.02(b) (whether --------------- before or after the Merger Funding Date) shall be applied to the repayment of the Revolving Loans (or to the extent no Revolving Loans are outstanding, Debt Issuance or Equity Issuance, then 100% that portion of such Designated Prepayment shall be held by the Administrative Agent as Cash Collateral) and simultaneously with the receipt of such Designated Prepayment, an Availability Reserve shall be established in the amount of such Designated Prepayment applied to the Revolving Loans. If within 90 days of the Company's or such Restricted Subsidiary's receipt of the applicable Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower (or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment Net Cash Proceeds arising from sales or other dispositions made pursuant to Section 9.02(b)(i), prior to the end of Fiscal ------------------ Year 1999), such proceeds are applied to the purchase of replacement assets in a Eurocurrency Borrowingmanner that is not prohibited by Section 10.07, not later then such Availability Reserve ------------- shall be abated (or such Cash Collateral released) in an amount equal to cash expenditures made in connection with the purchase of such replacement assets (with such Cash Collateral or new Revolving Loans). If no such purchase of replacement assets is made within the applicable period or such purchase is less than 2:00 p.m.the full amount of such Designated Prepayment, New York City timethen on the last day of the applicable period (i) the Availability Reserve applicable to such Designated Prepayment shall be abated, three Business Days before the date of prepayment or and (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice Borrower shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof deemed to be prepaid and set forth a reasonably detailed calculation of have borrowed Revolving Loans in the amount of such mandatory prepaymentAvailability Reserve and the proceeds of such Revolving Loans, together with any amounts deposited as Cash Collateral pursuant to this section, shall be applied in the order set forth above in the second sentence of this Section 3.01(b)(v). Promptly following receipt of ------------------ (vi) On the date any such notice, Designated Prepayment is received by the Administrative Agent shall advise the Lenders of the contents thereof. Each pursuant to clause (i), (ii) or (iii) above, such ---------------- ----- prepayment under Section 2.11(a) shall be applied ratably first to the Loans. Prepayments shall be accompanied by accrued interest Base Rate Loans and then to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedany Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.

Mandatory Prepayments of Loans. (a) In the event that If at any time Ventas, the Borrower or any of its Subsidiaries receives the Guarantors shall issue any Net Cash Proceeds arising from Take-Out Notes or otherwise incur any Asset SaleIndebtedness for borrowed money in excess of $10,000,000 (other than (i) Indebtedness incurred under the Existing Credit Agreement for working capital purposes and (ii) Indebtedness the proceeds of which are applied within three Business Days to refinance Indebtedness for borrowed money in excess of $10,000,000 and maturing prior to the Initial Maturity Date, Debt Issuance or Equity Issuanceif the date of maturity of the Loans is extended pursuant to Section 2.1(b), prior to the Final Maturity Date), then 100% of such the Net Cash Prepayment Proceeds thereof shall be applied by in accordance with subsections (c), (d) and (e) to the Borrower to prepay repayment of the Loans not later than five within one Business Days following Day of the receipt by the Borrower or such Subsidiary of such Net Cash Prepayment Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) If at any time Ventas shall issue any Capital Stock (or any securities convertible into or exchangeable for Capital Stock or any warrants, rights or options to acquire Capital Stock) in an Equity Transaction, or if Ventas receives a capital contribution in excess of $10,000,000, then 100% of the Net Prepayment Proceeds thereof shall be applied in accordance with subsections (c), (d) and (e) to the repayment of the Loans within one Business Day of the receipt of such Net Prepayment Proceeds. (c) The Borrower shall notify deliver a Notice of Prepayment to the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmissiontelecopy) of any prepayment required by Section 2.11(a) hereunder (i) in the case of prepayment of a Eurocurrency BorrowingEurodollar Loan, not later than 2:00 12:00 p.m., New York City time, three Business Days before the date of prepayment prepayment, or (ii) in the case of prepayment of an ABR Borrowinga Base Rate Loan, not later than 2:00 12:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid and set forth and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such mandatory prepayment, provided that a notice may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 noon New York City time, on the specified date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) of a Borrowing shall be applied ratably to the LoansLoans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each 2.13, except in the case of partial prepayment of a Base Rate Loans, which interest shall be payable on the next scheduled interest payment date. (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing under or Borrowings to be prepaid and shall specify such selection in the relevant Notice of Prepayment pursuant to paragraph (c) of this Section. (e) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.11 2.7, but for the operation of this Section 2.7(e) (each, a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans which are of the type required to be prepaid, and no Default or Event of Default exists or is continuing, then on such Prepayment Date, (i) the Borrower may at, its option, deposit Dollars into the Cash Collateral Account in an amount equal to such excess, and only the outstanding Base Rate Loans which are of the type required to be prepaid shall not be reborrowedrequired to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Rate Loan which is of the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account, as necessary) to prepay such Eurodollar Rate Loans for which the Interest Period is then ending to the extent funds are available in the Cash Collateral Account; provided that the Borrower may at any time direct that the funds from the Cash Collateral Account be applied to make the associated payment required by Section 2.7.

Mandatory Prepayments of Loans. (a) In If, at any time, the event aggregate Revolving Credit Exposure of all Lenders exceeds the Revolving Credit Commitment Amount then in effect, including after giving effect to any mandatory commitment reductions under Section 2.13(b), then the Borrowers shall promptly (i) prepay Loans in an aggregate amount sufficient to eliminate such excess and (ii) if any such excess remains after prepaying all of the Borrowings as a result of any L/C Exposure, pay to the Administrative Agent, on behalf of the Lenders, Cash Collateral, as provided in Section 8.4(b), in respect of L/C Exposure existing at such time in an aggregate amount sufficient to eliminate such remaining excess. (b) If, as of the last Business Day of any calendar month (each such date, an “Excess Cash Test Date”), (i) Loans or Reimbursement Obligations are outstanding and (ii) Available Cash exceeds $250,000,000, then the Company shall notify the Administrative Agent thereof pursuant to Section 6.6(e) and the Borrowers shall prepay, or cause to be prepaid, within five (5) Business Days after such Excess Cash Test Date, Loans in an aggregate amount equal to the lesser of (x) the amount sufficient to eliminate such excess Available Cash as of such Excess Cash Test Date and (y) the principal amount of Loans then outstanding. (c) If, immediately after giving pro forma effect to an Asset Sale of any Rig (other than an Excluded Rig), (i) the Collateral Coverage Ratio is less than 5.00 to 1.00 or (ii) the Additional Collateral Rig Test is not satisfied (any such Asset Sale, an “Asset Sale Prepayment Trigger Event”), then no later than the date that is ten (10) Business Days after receipt of the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from of such Asset Sale by the Company or any Asset SaleRestricted Subsidiary (the “Reinvestment Notice Deadline”), Debt Issuance the Borrowers shall prepay, or Equity Issuancecause to be prepaid, Loans in an aggregate amount equal to 100% of such Net Cash Proceeds, unless on or prior to the applicable Reinvestment Notice Deadline, the Company (A) notifies the Administrative Agent in writing of the intent of one or more Credit Parties and Restricted Subsidiaries to reinvest all or a portion of such Net Cash Proceeds (it being understood that such description shall not be binding) (a “Reinvestment Notice”) in (I) one or more Related Business Assets or (II) an Investment constituting a Permitted Acquisition within the relevant Designated Reinvestment Period following receipt of such Net Cash Proceeds; provided that (x) no Event of Default shall have occurred and be continuing at the time of the application of such Net Cash Proceeds for such reinvestment and (y) any such Net Cash Proceeds not actually reinvested within the relevant Designated Reinvestment Period in accordance with the foregoing shall be promptly applied by the Borrowers to prepay the Loans immediately upon the expiration of such Designated Reinvestment Period and/or (B) delivers an Additional Collateral Rig Election; provided, further, that if the Company has made an Additional Collateral Rig Election on or prior to the applicable Reinvestment Notice Deadline, but has failed to cause both (I) the Additional Collateral Rig Test to be satisfied and (II) the Collateral Coverage Ratio to be equal to or greater than 5.00 to 1.00 on or prior to the applicable Additional Collateral Rig Deadline, then on the applicable Additional Collateral Rig Deadline, the Borrowers shall prepay, or cause to be prepaid, on or prior to such Additional Collateral Rig Deadline, Loans in an aggregate amount equal to the positive difference, if any, between (1) 100% of such Net Cash Proceeds shall and (2) the portion of such Net Cash Proceeds that are the subject of a Reinvestment Notice with respect to such Asset Sale (if any) and that are not required to be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary pursuant to this Section 2.10(c) as a result of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeReinvestment Notice. (bd) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, If the Administrative Agent shall advise notify the Lenders Company that the Administrative Agent has determined that any prepayment is required under Section 2.10(a), the applicable Borrower shall make such prepayment no later than the second (2nd) Business Day following the Company’s receipt of such notice from the contents thereofAdministrative Agent. Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice or minimum prepayment requirements set forth in Section 2.9. Except as set forth in Section 2.13(b), any prepayment or Cash Collateralization pursuant to this Section 2.10 shall be made without any corresponding reduction to the Revolving Credit Commitment Amount. Each such prepayment under this Section 2.11(a) shall be applied ratably to the Loans. Prepayments 2.10 shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed2.11.

Mandatory Prepayments of Loans. (ai) In If any Loan Party Disposes of any property pursuant to Section 8.10(a) other than property recorded as current assets on the event that Company’s consolidated financial statements which results in the Borrower or any realization by such Person of its Subsidiaries receives any Net Cash Proceeds arising from in excess of $10 million, the Company shall prepay an aggregate principal amount of L/C Borrowings or Revolving Loans (without any Asset Sale, Debt Issuance or Equity Issuance, then reduction of the Revolving Commitments hereunder) equal to 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five (including amounts below $10 million) within 10 Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, that, if on any date that a mandatory prepayment is due hereunder, the receipt amount of the mandatory prepayment due exceeds the aggregate principal amount of L/C Borrowings and Revolving Loans outstanding, the Company’s obligations under this Section 2.05(b)(i) shall be satisfied by prepaying such aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder); and provided, further, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) that would trigger a prepayment hereunder, at the election of the Company (as notified by the Borrower Company to the Administrative Agent on or prior to tenth Business Day after such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets (including capital expenditures) or a Permitted Acquisition so long as within the later of (x) 360 days after the receipt of such Net Cash Proceeds and (y) 180 days after the entry into a contract to reinvest such proceeds within 360 days after the receipt thereof, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be promptly applied to the repayment of the L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder) to the extent set forth in this Section 2.05(b)(i). Notwithstanding anything herein to the contrary, if the property disposed of is Real Property subject to a Mortgage either (1) the Net Cash Proceeds must within the later of (x) 360 days after the receipt of such Net Cash Proceeds and (y) 180 days after the entry into a contract to reinvest such proceeds within 360 days after the receipt thereof, be used to reinvest in a new Real Property of equal or greater fair market value subject to a Mortgage or (2) within such later date after the receipt of such Net Cash Proceeds. The Borrower , the Company or a Subsidiary must grant a Mortgage on existing owned Real Property of equal or greater fair market value; provided that the Company shall notify the Administrative Agent within three have no obligation under this sentence if all of its U.S. domestic properties with a fair market value in excess of $10 million are subject to a Mortgage. (ii) Within seven Business Days following the incurrence or issuance by the Company or any of its Subsidiaries of any Debt (other than Debt permitted to be created, incurred, suffered to exist or issued pursuant to Section 8.01), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Upon any Extraordinary Receipt in excess of $10 million received by or paid to or for the account of any Loan Party, and not otherwise included in this Section 2.05(b), the Company shall prepay an aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the receipt by the Borrower or its Subsidiary Revolving Commitments hereunder) equal to 100% of any such Net Cash Proceeds received therefrom (including amounts below $10 million) within ten Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, that, if on any date that a mandatory prepayment is due hereunder, the amount of the mandatory prepayment due exceeds the aggregate principal amount of L/C Borrowings and Revolving Loans outstanding, the Company’s obligations under this Section 2.05(b)(iii) shall be satisfied by prepaying such aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder); and provided, further, that with respect to any proceeds of insurance or casualty or condemnation awards (or payments in lieu thereof), at the election of the Company (as notified by the Company to the Administrative Agent will on or prior to ten Business Days after receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 360 days after such Extraordinary Receipt such Net Cash Proceeds to replace or repair equipment or fixed assets of the Company or such Subsidiary or make capital expenditures; and provided, further, however, that any cash proceeds not so applied shall within five Business Days after such 360th day be promptly notify each Lender applied to the prepayment of L/C Borrowings or Revolving Loans as set forth in this Section 2.05(b)(iii) and that notwithstanding anything herein to the contrary if the property subject to the Extraordinary Receipt is Real Property subject to a Mortgage either (1) the Net Cash Proceeds must either within 360 days after the receipt of such Net Cash Proceeds be used to reinvest in a new Real Property of equal or greater fair market value subject to a Mortgage or (2) within 360 days after the receipt of such Net Cash Proceeds the Company and its Subsidiaries must grant a Mortgage on existing owned Real Property of equal or greater fair market value; provided that the Company shall have no obligation under this sentence if all of its receipt U.S. domestic properties with a fair market value in excess of each such notice$10 million are subject to a Mortgage. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.

Mandatory Prepayments of Loans. (a) In If on any date the event that Effective Amount of L/C Obligations exceeds the Borrower L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to SECTION 4.04, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans, Swing Line Loans and Term Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excess. (b) Within five (5) Business Days after the end of each fiscal quarter, the Company shall prepay the Loans in an amount equal to 100% of the sum of (a) the Net Proceeds realized upon all Asset Dispositions made by the Company or any Subsidiary in such fiscal quarter, the insurance proceeds received by the Company or any Subsidiary in such fiscal quarter following a casualty involving such Person's property, and the payments received by the Company or any Subsidiary in such fiscal quarter from a condemnation of such Person's property, aggregating in excess of $500,000, to the extent any of the foregoing Net Proceeds are not applied (or committed to be applied) within 180 days after the consummation or receipt thereof, as applicable, to the purchase of similar assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries receives or to the repair or restoration of such Person's property. The amount of such prepayment shall be applied first to the then outstanding principal balance of the Term Loans in inverse order of maturity and then to the then outstanding Revolving Loans. The Revolving Loan Commitment of each Lender shall automatically be reduced by an amount equal to such Lender's Pro Rata Revolving Share of the amount of the prepayment pursuant to this SUBSECTION 2.09(b), if any, applied to the Revolving Loans. All accrued commitment fees to, but not including the effective date of any reduction or termination of the Revolving Loan Commitments, shall be paid on the effective date of such reduction or termination. (c) On each January 31st, beginning January 31, 2001, the Company shall prepay the Loans in an amount equal to 50% of the Excess Cash Flow, if any, generated by the Company and its Subsidiaries during the immediately preceding fiscal year of the Company. All prepayments shall be applied first to the Term Loans and then to Revolving Loans as specified in SECTION 2.09(g) hereof. (d) If the Company or any Subsidiary shall incur any Indebtedness (other than Indebtedness permitted to be incurred by SUBSECTION 8.05), the Company shall promptly notify the Agent of the estimated Net Cash Proceeds arising from any Asset Saleof such issuance to be received by the Company or such Subsidiary in respect thereof. Promptly upon, Debt Issuance and in no event later than three (3) days after, receipt by the Company or Equity Issuancesuch Subsidiary of Net Proceeds of such incurrence, then the Company shall prepay the Obligations in an amount equal to 100% of such Net Cash Proceeds. (e) If the Company or any Subsidiary shall issue new common or preferred equity, the Company shall promptly notify the Agent of the estimated Net Proceeds shall of such issuance to be applied received by the Borrower to prepay the Loans not Company or such Subsidiary in respect thereof. Promptly upon, and in no event later than five Business Days following the three (3) days after, receipt by the Borrower Company or such Subsidiary of Net Proceeds of such issuance, the Company shall prepay the Obligations in an amount equal to 50% of such Net Cash Proceeds. (f) If at any time on or after December 31, 2001, the Obligations exceed the Borrowing Base, PLUS 80% of the appraised value of the Company's and its Subsidiaries' real estate and 50% of the book value of the Company's and its Subsidiaries' property, plant and equipment other than real estate, the Company shall immediately and without notice or demand, prepay the outstanding Term Loans and then the Revolving Loans by an amount equal to the applicable excess. (g) Any prepayments pursuant to SUBSECTIONS 2.09(d)-(f) shall be applied first to the outstanding principal balance of the Term Loans in inverse order of maturity, and then to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender). The Borrower shall notify pay, together with each prepayment under this SECTION 2.09, accrued interest on the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation any amounts required pursuant to SECTION 4.03 to reimburse Agent for any breakage or redeployment costs incurred by Lenders relating prepayments of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the Offshore Rate Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.

Mandatory Prepayments of Loans. (a) In If on any date the event that Effective Amount of L/C Obligations exceeds the Borrower L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.04, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans, Swing Line Loans and Term Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Company shall immediately, and without notice or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Saledemand, Debt Issuance or Equity Issuance, then 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days outstanding principal amount of the receipt Revolving Loans and L/C Advances by an amount equal to the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeapplicable excess. (b) The Borrower On each January 15, beginning January 15, 1999, the Company shall notify prepay the Administrative Agent by telephone Term Loans in an amount equal to fifty percent (confirmed by facsimile or by other electronic transmission50%) of any the Excess Cash Flow, if any, generated by the Company and its Subsidiaries during the immediately preceding fiscal year of the Company; provided, that with respect to the payment to be made on January 15, 1999, Excess Cash Flow shall be measured for the seven month period beginning on March 1, 1998. The amount of such prepayment required by Section 2.11(a) shall be applied (i) in subject to paragraphs (d) and (e) below, on a ratable basis among the case of prepayment of a Eurocurrency Borrowingthen outstanding Term Loans, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or and (ii) (A) to the extent paid in respect of fiscal years 1998, 1999 and 2000, on a ratable basis among all remaining payments in each such Term Loan, and (B) thereafter, 50% to the payments due on such Term Loan, in the case order of prepayment of an ABR Borrowingmaturity, not later than 2:00 p.m.in the next 12 months (to the extent required), New York City time, one Business Day before the date of prepaymentwith all remaining amounts to be applied on a ratable basis among all remaining payments in each such Term Loan. Each such notice Such proceeds shall be irrevocable applied first, to the extent possible, to prepay Base Rate Loans and then to prepay Offshore Rate Loans. The Company shall specify use its best efforts to notify the prepayment date Agent and the principal amount of each Borrowing or portion thereof to be prepaid and set forth Lender holding a reasonably detailed calculation Term Loan of the amount of such mandatory prepayment. Promptly following receipt any required prepayment at least three (3) Business Days before it is made. (c) Within five (5) Business Days after the end of any such noticeeach fiscal quarter, the Administrative Agent Company shall advise prepay the Lenders Term Loans in an amount equal to 100% of the contents sum of (a) the Net Proceeds realized upon all Asset Dispositions made by the Company or any Subsidiary in such fiscal quarter, (b) the insurance proceeds received by the Company or any Subsidiary in such fiscal quarter following a casualty involving such Person's Property and (c) the payments received by the Company or any Subsidiary in such fiscal quarter from a condemnation of such Person's Property, aggregating in excess of $250,000, to the extent not applied (or committed to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries. Each The amount of such prepayment under Section 2.11(a) shall be applied ratably (i) subject to paragraphs (d) and (e) below, on a ratable basis among the then outstanding Term Loans. Prepayments shall , and (ii) on a ratable basis among all remaining payments in each such Term Loan with such proceeds to be accompanied by accrued interest applied first, to the extent possible, to prepay Base Rate Loans and then to prepay Offshore Rate Loans. The Company shall use its best efforts to notify the Agent and each Lender holding a Term Loan of the amount of any required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedat least three (3) Business Days before it is made.

Mandatory Prepayments of Loans. (a) In If on any date the event that Effective Amount of Working Capital Loans then outstanding exceeds the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity Issuance, then 100% amount of such Net Cash Proceeds Working Capital Advance Cap, the Co-Borrowers shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days Days, and without notice or demand, prepay the outstanding principal amount of the receipt Working Capital Loans by an amount equal to the Borrower or its Subsidiary of any applicable excess, such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticepayments to be applied pro rata. (b) The Borrower If on any date the Effective Amount of all Bridge Loans then outstanding exceeds the Bridge Advance Cap, the Co-Borrowers shall notify immediately, and without notice or demand, prepay the Administrative Agent outstanding principal amount of the Bridge Loans by telephone an amount equal to the applicable excess and shall be applied to the scheduled installments of the Bridge Loan in inverse order of maturity. (confirmed by facsimile c) If on any date the Effective Amount of all L/C Obligations exceeds the Borrowing Base Advance Cap, or by other electronic transmissionany L/C Obligations relating to a type of Letter of Credit described herein exceeds the applicable L/C Cap, the Co-Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit, or the outstanding type of Letters of Credit, as the case may be, in an amount equal to such excess, and fifteen (15) days prior to the Expiration Date, Co-Borrowers shall Cash Collateralize all then outstanding Letters of Credit in an amount equal to one hundred five percent (105%) of the Effective Amount of all L/C Obligations related to such Letters of Credit. If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Borrowing Base Advance Cap, the Co-Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Loans and L/C Borrowings by an amount equal to the applicable excess, such payments to be applied pro rata. Any cash deposited as Cash Collateral or portion thereof, shall be returned to Co-Borrowers as soon as reasonably practicable after notice to Agent of the expiration, termination or satisfaction of the Letters of Credit in sufficient amounts such that the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations does not exceed the Borrowing Base Advance Cap. (d) If an increase in the aggregate Commitments is effected as permitted under Section 2.02(a), the Co-Borrowers shall prepay any Loans and L/C Borrowings outstanding on the date such increase is effected to the extent necessary to keep the outstanding Commitments ratable to reflect the revised Credit Percentage of the Banks arising from such increase. Any prepayment required made by the Co-Borrowers in accordance with this Section 2.11(a2.07(d) may be made with the proceeds of Loans made by all the Banks in connection such increase occurring simultaneously with the prepayment. (e) If on any date the Effective Amount of all Working Capital Loans then outstanding plus the Effective Amount of all Bridge Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Borrowing Base Advance Cap, the Co-Borrowers shall within three Business Days, and without notice or demand, (1) prepay the outstanding principal amount of the Loans and L/C Borrowings by an amount equal to the applicable excess, such payments to be applied pro rata between Working Capital Loans and Bridge Loans, in each case, in inverse order of maturity, or (2) Cash Collateralize on such date the excess amount pursuant to subsection (c). (f) Any Net Cash Proceeds that are Excess Sale Proceeds from the Disposition by Parent or any of its Restricted Subsidiaries of any property or assets other than the following shall be immediately applied as a mandatory prepayment of the Loans: (i) in the case of prepayment of a Eurocurrency BorrowingDispositions permitted by Section 7.19(a), not later than 2:00 p.m.(b), New York City timeor (f), three Business Days before the date of prepayment or and (ii) Dispositions (not including Dispositions described in (i) above) not exceeding $500,000 individually or $1,000,000 in the case aggregate during any twelve (12) month period. With respect to any Disposition not included in (i) above and in excess of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and amounts set forth in (ii) above, upon receipt of Net Cash Proceeds by Parent or its Restricted Subsidiaries and until application or commitment thereof as provided in the definition of “Excess Sales Proceeds,” Parent or its Restricted Subsidiaries shall maintain such Net Cash Proceeds in a reasonably detailed calculation Bank Blocked Account. (g) Immediately upon the consummation by Parent or any of its Restricted Subsidiaries of any issuance of Additional Debt (but without waiving the requirements of the amount of Agent and/or any Bank’s consent to any such mandatory prepayment. Promptly following receipt issuance in violation of any such noticeLoan Document), the Administrative Agent Co-Borrowers shall advise make a mandatory prepayment on the Lenders of Loans in an amount equal to the contents thereof. Net Cash Proceeds from any such issuance. (h) Each prepayment under Section 2.11(a2.07(f) and Section 2.07(g) shall be applied ratably to prepay (i) the Loans. Prepayments Effective Amount of the Bridge Loans and shall be accompanied by accrued interest applied to the extent required by Section 2.13(d). Each prepayment scheduled installments of the Loans in inverse order of maturity, and without permanent reduction of the aggregate Commitments, and (ii) the Effective Amount of the Working Capital Loans, in each case, made to the Banks on a Borrowing under this Section 2.11 shall not be reborrowedpro rata basis.

Mandatory Prepayments of Loans. (a) In If the event Agent notifies the Company at any time that the Borrower Total Revolving Usage at such time exceeds an amount equal to 105% of the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Loans and/or the applicable Borrowers shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) If at any time of calculation by the Agent (pursuant to Section 2.08(a) or otherwise) the Dollar Equivalent principal amount of all outstanding Fronted Offshore Currency Loans in the same Alternative Currency exceeds the aggregate Fronted Offshore Currency Commitments with respect thereto as a result of fluctuations in currency exchange rates, the applicable Borrowers shall, within two Business Days after receipt of notice thereof, prepay Fronted Offshore Currency Loans in an amount sufficient to eliminate such excess. (c) If the Company, any Material Domestic Subsidiary or any of its Subsidiaries Securitization Subsidiary receives any Net Cash Proceeds arising from any Asset Saleof the following events, Debt Issuance or Equity Issuancethe Company shall, then 100% of for so long as any Term Loans are outstanding, apply such Net Cash Proceeds shall be applied by at the Borrower following times, in the following amounts (in each case rounded down to prepay an integral multiple of $100,000) and in the Loans not later than order of application set forth in subsection (d) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds from any Prepayment Disposition (other than (A) at any time that the Leverage Ratio is less than 3.50 to 1.0 on a pro forma basis immediately after giving effect to any Permitted Securitization, the first $375,000,000 in Net Cash Proceeds from any Permitted Securitization made after the Effective Date that is permitted by Section 8.02(d); and (B) the Administrative Agent will promptly notify each Lender first $25,000,000 of its receipt Net Cash Proceeds from any Disposition made after the Effective Date that is permitted solely by Section 8.02(p)), whether by merger, consolidation or otherwise, the Company shall make a Proceeds Application in an amount (rounded down as provided above) equal to the result (if positive) of each (x) all Net Cash Proceeds from all such noticeDispositions received after the Effective Date minus (y) $100,000,000 minus (z) all amounts previously applied pursuant to this clause (i) after the Effective Date. (bii) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Within five Business Days before following the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such noticeNet Cash Proceeds from the issuance of any Indebtedness not permitted under Section 8.05, the Administrative Agent Company shall advise make a Proceeds Application in an amount (rounded down as provided above) equal to the Lenders result of (x) all Net Cash Proceeds from issuances of all such Indebtedness received after the contents thereof. Effective Date minus (y) all amounts previously applied pursuant to this clause (ii). (d) Each prepayment under Section 2.11(a) Proceeds Application shall be applied ratably to the Loans. Prepayments Term Loan(s) in proportion to the original principal amounts thereof, and shall be accompanied by accrued interest applied ratably to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedremaining installments thereof.

Mandatory Prepayments of Loans. (a) In The Borrowers shall prepay the event that Loans in accordance with Section 5.08(e) below in an amount equal to one hundred percent (100%) of the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from of all sales or dispositions consummated after the Original Closing Date by the Borrowers and their Subsidiaries of non-current assets (except for sales and dispositions permitted by Section 9.03). To the extent any Asset Sale, Debt Issuance or Equity Issuance, then 100% of prepayment is required under this Section 5.08(a) such Net Cash Proceeds prepayment shall be applied by the Borrower to prepay the Loans not due no later than five (5) Business Days following the receipt by the Borrower after such sale or such Subsidiary of such disposition is effected, along with a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower Borrowers shall notify prepay the Administrative Agent by telephone Loans in accordance with Section 5.08(e) below in an amount equal to one hundred percent (confirmed by facsimile or by other electronic transmission100%) of the Net Cash Proceeds from the issuance of Subordinated Debt pursuant to Section 8.10 hereof, provided that, so long as no Default or Event of Default has occurred and is continuing, and the Borrowers shall have prepaid the Loans from the Net Cash Proceeds of the issuance of Subordinated Debt pursuant to Section 8.10 in an amount equal to at least $7,500,000, the Borrowers shall be required to prepay the Loans in accordance with Section 5.08(e) below in an amount equal to fifty percent (50%) of the Net Cash Proceeds from the issuance of any other Subordinated Debt. Such prepayment shall be made on the day such Subordinated Debt transaction is consummated. (c) The Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds from the issuance by any Borrower of Stock (except for Stock issued with respect to employee stock options more particularly described on Schedule 7.24) or debt securities (other than Subordinated Debt described in Section 5.08 (b) above). Such prepayment shall be made no later than the Business Day following the date of receipt by any Borrower of any such Net Cash Proceeds. (d) The Borrowers shall, concurrently with the delivery of the financial information required by under Section 2.11(a8.07(a) with respect to each Fiscal Year (but in no event later than the date such information is required to be delivered), commencing with the delivery of the financial information with respect to Fiscal Year 2001, make a mandatory prepayment of the outstanding principal amount of the Term Loans (i) in an amount equal to fifty percent (50%) of Excess Cash Flow for each Fiscal Year for which the case of prepayment of a Eurocurrency BorrowingLeverage Ratio, not later as reported in the compliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(a) with respect to such Fiscal Year, is less than 2:00 p.m.2.50:1.00, New York City time, three Business Days before the date of prepayment or (ii) in an amount equal to sixty percent (60%) of Excess Cash Flow for each Fiscal Year for which the case Leverage Ratio, as reported in the compliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(a) with respect to such Fiscal Year, is equal to or in excess of 2.50:1.00; provided, however, that the Borrowers shall not be required to prepay the Term Loans pursuant to this Section 5.08(d) with respect to any Fiscal Year, to the extent any such prepayment would cause the sum of an ABR Borrowing(A) the amount of prepayments of the Term Loans made during such Fiscal Year pursuant to this Section 5.08(d), not later than 2:00 p.m.plus (B) the amount of principal repayments of the Term Loans made during such Fiscal Year pursuant to Section 3.01(c) and 4.01(c), New York City timeto be (in Sterling and Dollars) in excess of the Dollar Equivalent of $6,000,000. (e) Prepayments required under subsections (a), one Business Day before the date (b) and (c) of prepayment. Each such notice this Section 5.08 shall be irrevocable applied as follows: first to the Administrative Agent's Fee and shall specify reimbursable expenses of the prepayment date Administrative Agent then due and payable pursuant to any of the Credit Documents; second, to all other Fees and reimbursable expenses of the Lenders and the Issuing Banks then due and payable pursuant to any of the Credit Documents, to the Lenders and the Issuing Banks based on their respective pro rata share of such expenses; third, to the interest then due and payable on the Term Loans made to the Term Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of the Term Loans, fourth, to the principal balance of the Term Loans applied against the remaining installments of principal due in respect of the Term Loans, in the inverse order of maturity, until the same shall have been paid in full, to the Term Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of the Term Loan, fifth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the interest then due and payable on the Revolving Loans made to the Revolving Lenders based on their respective Pro Rata Shares of both aggregate outstanding principal amounts of all Revolving Loans, sixth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the principal balance of the Sterling and Domestic Revolving Loans applied against the aggregate outstanding principal amounts of all Revolving Loans, until the same shall have been paid in full, pro rata to the Revolving Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of all Revolving Loans. (f) If at any time the aggregate outstanding principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation the Domestic Revolving Loans, the Dollar Equivalent of the aggregate outstanding principal amount of such mandatory prepayment. Promptly following receipt Sterling Revolving Loans (as of any such noticethe most recent Determination Date), the Administrative Agent shall advise the Lenders aggregate amount of L/C Obligations (as of the contents thereof. Each prepayment most recent Determination Date), the aggregate outstanding principal amount of Domestic Swingline Loans and the Dollar Equivalent of the aggregate outstanding principal amount of Sterling Swingline Loans (as of the most recent Determination Date) exceeds the Borrowing Limit, as reduced pursuant to Section 2.12(a) or otherwise (a "Revolving Credit Deficiency"), the Domestic Borrower shall immediately repay the Domestic Revolving Loans and the Domestic Swingline Loans and the Sterling Borrower shall immediately repay the Sterling Revolving Loans and the Sterling Swingline Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed5.

Mandatory Prepayments of Loans. (a) In If on any date the event that Effective Amount of L/C Obligations exceeds the Borrower L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.04, if on any date, after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Dollar Equivalent of the Effective Amount of all Revolving Loans, Swing Line Loans and Fronted Offshore Currency Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Revolving Loan Commitment, the Borrowers shall immediately, and without notice or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Saledemand, Debt Issuance or Equity Issuance, then 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days outstanding principal amount of the receipt Revolving Loans, Swing Line Loans, Fronted Offshore Currency Loans and/or L/C Advances by the Borrower or its Subsidiary of any an amount equal to such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeexcess. (b) Within five (5) Business Days after the receipt thereof, the Company shall prepay the Term Loans and reduce the Aggregate Revolving Loan Commitment in an amount equal to 100% of the Net Proceeds realized upon the issuance by the Company or any Subsidiary of any publicly traded debt securities (or other Indebtedness issued pursuant to an indenture, including Indebtedness issued in a so called "144A Offering") other than any subordinated debt securities issued pursuant to Section 8.05(g) or Indebtedness incurred pursuant to Section 8.05(i). (c) Within five (5) Business Days after the end of each fiscal quarter, the Company shall prepay the Term Loans and reduce the Aggregate Revolving Loan Commitment in an amount equal to 100% of the sum of (a) the Net Proceeds realized upon all Asset Dispositions (excluding those described in Section 8.02 (a)-(c) and (e)-(m) and those which, together with all related Asset Dispositions, result in Net Proceeds of less than $1,000,000) made by the Company or any Subsidiary in such fiscal quarter, (b) the insurance proceeds received by the Company or any Subsidiary in such fiscal quarter following a casualty involving such Person's Property and (c) the payments received by the Company or any Subsidiary in such fiscal quarter from a condemnation of such Person's Property, aggregating in excess of $250,000, to the extent not applied (or committed to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries. Notwithstanding the foregoing, the prepayment due in respect of any sales pursuant to a Permitted Securitization shall not exceed the program limit for such Permitted Securitization. (d) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) amount of any prepayment pursuant to paragraph (b) or (c) shall be applied (i) first to the Term Loans as described in the last sentence of Section 2.10, and then (ii) to permanently reduce the Aggregate Revolving Loan Commitment. The Company shall use its best efforts to notify the Agent and each Lender of the amount of any required prepayment at least three (3) Business Days before it is made. (e) If at any time of calculation by the Agent (whether pursuant to Section 2.11(a2.08(a) or otherwise) (i) the Dollar Equivalent of the Effective Amount of all Revolving Loans denominated in an Offshore Currency plus the case outstanding amount of prepayment all Fronted Offshore Currency Commitments exceeds either the Aggregate Revolving Loan Commitment or the Offshore Currency Sublimit as a result of a Eurocurrency Borrowingfluctuations in currency exchange rates, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment Borrowers shall immediately prepay Loans in an aggregate amount such that after giving effect thereto any such excess is eliminated; or (ii) in the case Dollar Equivalent of prepayment the Effective Amount of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the aggregate outstanding principal amount of each Borrowing or portion thereof to be prepaid and set forth Fronted Offshore Currency Loans in the same Alternate Currency exceeds the aggregate Fronted Offshore Currency Commitments with respect thereto as a reasonably detailed calculation result of fluctuations in currency exchange rates, the applicable Borrowers shall on such date prepay Fronted Offshore Currency Loans in such Alternate Currency in an aggregate amount such that after giving effect thereto the Dollar Equivalent of the amount Effective Amount of all Fronted Offshore Currency Loans in such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably Alternate Currency is less than or equal to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedaggregate Fronted Offshore Currency Commitments with respect thereto.

Mandatory Prepayments of Loans. (ai) In the event that Asset Dispositions; Event of Loss. Subject to Section 2.06(f)(i) below: (A) If the Borrower or any of its Subsidiaries receives shall at any Net Cash Proceeds arising time or from any time to time make an Asset Sale, Debt Issuance Disposition or Equity Issuancesuffer an Event of Loss, then (1) the Borrower shall promptly notify the Administrative Agent of such Asset Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Borrower and/or any of its Subsidiaries in respect thereof) and (2) subject to paragraph (B) below, promptly upon receipt by the Borrower and/or any of its Subsidiaries of the Net Proceeds of such Asset Disposition or such Event of Loss, the Borrower shall (except to the extent (x) prior to the WAPCo Settlement Release Date, the Borrower has deposited all or any portion of such Net Proceeds in the WAPCo Settlement Account or (y) on and after the WAPCo Settlement Release Date and prior to the Seventh Amendment Effective Date, the Borrower has delivered a Reinvestment Notice to the Administrative Agent with respect to all or a portion of such Net Proceeds) prepay the Borrowings in an aggregate principal amount equal to 100% of such Net Cash Proceeds (less any portion thereof applied as contemplated by paragraph (B)(2) or (B)(3) below); provided, that, if on the Reinvestment Prepayment Date in respect of any Reinvestment Event the Reinvestment Prepayment Amount in respect of such Reinvestment Event shall be applied by exceed zero, the Borrower to shall prepay the Loans not later than five Business Days following Borrowings in an aggregate principal amount equal to such Reinvestment Prepayment Amount. (B) Notwithstanding anything in paragraph (A) above to the receipt contrary: (1) The Net Proceeds received by the Borrower or any Subsidiary in respect of any Asset Disposition of ABL Facility First Priority Collateral (or any assets of the Canadian Subsidiaries that are of the same type as the ABL Facility Priority Collateral), whether in the form of a direct sale, transfer or other disposition of such ABL Facility First Priority Collateral (or such other assets) or a sale, transfer or other disposition of Equity Interests in any Subsidiary owning such ABL Facility First Priority Collateral (or such other assets), or any Event of Loss involving any ABL Facility First Priority Collateral (or such other assets), shall not, unless otherwise agreed by the Borrower, solely to the extent such Net Proceeds are attributable to such ABL Facility First Priority Collateral (or such other assets) (with such Collateral and such other assets valued at net book value thereof), be subject to the requirements set forth in Section 2.06(c)(i)(A). (2) Until the earlier of January 1, 2015 and the payment in full of all amounts owed by the Borrower and its Subsidiaries under the WAPCo Settlement (such earlier date, the “WAPCo Settlement Release Date”), the Net Proceeds received by the Borrower and/or any of its Subsidiaries in respect of any Asset Disposition or Event of Loss (excluding any portion of such Net Cash ProceedsProceeds referred to in paragraph (B)(1) above) shall be applied to prepay the Tranche B Borrowings in accordance with paragraph (A) above or shall be deposited in an Administrative Agent Account (such Account, the “WAPCo Settlement Account”). The Any amount in the WAPCo Settlement Account may be withdrawn solely to prepay the Tranche B Borrowings or, if no Default then exists, to pay the obligations of the Borrower and its Subsidiaries under the WAPCo Settlement. On the WAPCo Settlement Release Date, the Borrower shall notify offer in writing pursuant to reasonable procedures to be established by the Administrative Agent to prepay the Tranche B Borrowings in an aggregate amount equal to 100% of the amounts remaining in the WAPCo Settlement Account. Each Lender shall be deemed to have accepted such prepayment offer if (x) it has not declined such offer in writing to the Administrative Agent within three five (5) Business Days after receipt thereof, at which time the Borrower shall prepay the Tranche B Loans of all Lenders that have accepted such prepayment offer in accordance with such prepayment offer (ratably among such accepting Lenders) or (y) solely with respect to any Net Proceeds of an Asset Disposition, to the extent the aggregate principal amount of Tranche B Loans prepaid with such Net Proceeds, together with all other such prepayments using Net Proceeds of Asset Dispositions of the receipt Borrower and/or any of its Subsidiaries that occur on or after the Closing Date, in the aggregate, do not exceed the Asset Disposition Prepayment Amount. Any amounts remaining in the WAPCo Settlement Account after the prepayment of Tranche B Loans pursuant to the offer by the Borrower or described in the two preceding sentences shall be available for reinvestment by the Loan Parties in accordance with Section 2.06(c)(i)(A). (3) With respect to any Net Proceeds received by the Borrower and/or any of its Subsidiary Subsidiaries in respect of any Asset Disposition or Event of Loss after the WAPCo Settlement Release Date (excluding any portion of such Net Cash Proceeds and referred to in paragraph (B)(1) above), in the event the Borrower has delivered a Reinvestment Notice with respect to all or any portion of such Net Proceeds, the Borrower shall offer in writing pursuant to reasonable procedures to be established by the Administrative Agent will promptly notify each to prepay the Tranche B Borrowings in an aggregate principal amount equal to 100% of such Net Proceeds (or such portion thereof)the amounts remaining in the WAPCo Settlement Account. Each Lender shall be deemed to have accepted such prepayment offer if (x) it has not declined such offer in writing to the Administrative Agent within five (5) Business Days after receipt thereof, at which time the Borrower shall prepay the Tranche B Loans of all Lenders that have accepted such prepayment offer in accordance with such prepayment offer (ratably among such accepting Lenders) or (y) solely with respect to any Net Proceeds of an Asset Disposition, to the extent the aggregate principal amount of Tranche B Loans prepaid with such Net Proceeds, together with all other such prepayments using Net Proceeds of Asset Dispositions of the Borrower and/or any of its receipt Subsidiaries that occur on or after the Closing Date, in the aggregate, do not exceed the Asset Disposition Prepayment Amount. Any portion of each such noticeNet Proceeds amounts remaining in the WAPCo Settlement Account after the prepayment of Tranche B Loans pursuant to the offer by the Borrower described in the two preceding sentences shall be available for reinvestment by the Loan Parties in accordance with Section 2.06(c)(i)(A). (b3) The [Reserved]. (4) In the case of any Net Proceeds received by the Borrower and its Subsidiaries in respect of the Professional Services Disposition and/or the Xxxxx Disposition, an additional amount thereof up to the Retained Net Proceeds Cap in the aggregate (the “Retained Net Proceeds”), shall notify not, unless otherwise agreed by the Borrower, be subject to the requirements set forth in Section 2.06(c)(i)(A) and may be retained by the Borrower (and, prior to its permitted use as set forth below, shall be held by the Loan Parties solely in one or more deposit accounts subject to a deposit account control agreement for the benefit of the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) providing for a perfected Lien in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation favor of the amount Administrative Agent), and be used by the Borrower solely for (I) making voluntary prepayments of such mandatory prepayment. Promptly following receipt of the Tranche B LoansBorrowings pursuant to Section 2.06(b) and paying any premiums or fees in connection therewith, provided that any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each voluntary prepayment under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest a certificate signed by a Responsible Officer of the Borrower setting forth the calculation of the Retained Net Proceeds Amount as of such time of prepayment both before and after giving effect to such prepayment, (II) working capital in the ordinary course of business and other general corporate purposes in the ordinary course of business (including as the cash collateral component of the “borrowing base” under the ABL Documents or as cash collateral to support obligations of the Borrower and its Subsidiaries in respect of letters of credit, surety bonds, performance bonds and similar obligations), in each case, excluding any Investments (other than intercompany loans and advances), Acquisitions and Restricted Payments, whether or not otherwise permitted hereunder, or (III) repayment or prepayment of the Permitted ABL Debt, in each case, to the extent required otherwise permitted hereunder; provided, further, that the Borrower shall provide to the Administrative Agent, within five (5) Business Days of written request by the Administrative Agent or the RequiredMajority Lenders, a certificate signed by a Responsible Officer of the Borrower setting forth the calculation of the Retained Net Proceeds Amount as of such time (as well as reasonable backup documentation in support of such calculation). (5) In the case of any Net Proceeds received by the Borrower and its Subsidiaries in respect of the Tanks Disposition, such Net Proceeds shall not, unless otherwise agreed by the Borrower, be subject to the requirements set forth in Section 2.13(d). Each 2.06(c)(i)(A) and may be retained by the Borrower (and, prior to its permitted use as set forth below, shall be held by the Loan Parties solely in one or more deposit accounts subject to a deposit account control agreement for the benefit of the Administrative Agent providing for a perfected Lien in favor of the Administrative (C) Any Net Proceeds with respect to which a Reinvestment Notice shall have been delivered as described above shall be required, prior to the earlier of (i) the application thereof to make any Qualified Investment and (ii) the application thereof to make a prepayment of a Borrowing under this Section 2.11 shall not paragraph, to be reborroweddeposited into an Administrative Agent Account.

Mandatory Prepayments of Loans. (a) In the event that Principal Collateral Payments received by the Borrower (on behalf of itself or any other Covered Party) during the period from and including (x) initially, the Closing Date through and including June 30, 2016 and (y) thereafter, (i) the first day of its Subsidiaries receives any each month through and including the fifteenth day of each month and (ii) the sixteenth day of each month through and including the last day of each month (each such period, a “Collection Period”) shall be applied no later than four Business Days following such Collection Period toward the prepayment of the Loans. For the avoidance of doubt, all Net Cash Proceeds arising received from any Recovery Event that are required to be held or applied to the repair, replacement or restoration of any Covered Asset Salepursuant to the terms of any lease, Debt Issuance Mortgage or Equity Issuance, then 100% other agreement encumbering or related to such affected Covered Asset shall not be subject to the terms of this Section 2.10 or any Collateral Document provided such Net Cash Proceeds shall be are held and applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of in accordance with any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticelease, Mortgage or other agreement. (b) The Borrower Any prepayment of Loans pursuant to this Section 2.10 shall notify be made upon notice (which shall be irrevocable unless otherwise agreed by the Administrative Agent) delivered to the Administrative Agent by telephone no later than 12:00 Noon (confirmed by facsimile or by other electronic transmissionNew York City time), three (3) of any prepayment required by Section 2.11(a) (i) Eurodollar Business Days prior thereto, in the case of prepayment of a Eurocurrency BorrowingEurodollar Loans, not and no later than 2:00 p.m., 12:00 Noon (New York City time), three one (1) Business Days before the date of prepayment or (ii) Day prior thereto, in the case of prepayment of an ABR BorrowingBase Loans, not later than 2:00 p.m., New York City time, one Business Day before which notice shall specify the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; 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 2.13. Each Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. If any such notice is given, the amount specified in such notice shall be irrevocable due and shall specify payable on the prepayment date specified therein. Any amounts of Loans so prepaid pursuant to Section 2.10 may not be reborrowed and the principal amount of each Borrowing or portion thereof to such prepayment of Loans shall be prepaid and set forth a reasonably detailed calculation applied in the direct order of the amount maturity of such mandatory prepaymentLoans described in Section 2.1(d). Promptly following receipt The application of any such noticemandatory prepayment pursuant to this Section 2.10 shall be made, the Administrative Agent shall advise the Lenders of the contents thereoffirst, to Base Rate Loans, and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.11(a) shall be applied ratably to the Loans. Prepayments 2.10 shall be accompanied by accrued and unpaid interest thereon to the extent required by Section 2.13(d). Each date of such prepayment of a Borrowing under this Section 2.11 shall not be reborrowedon the amount so prepaid.

Mandatory Prepayments of Loans. (a) In If the event Agent notifies the Borrower at any time that the Total Revolving Usage at such time exceeds the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) Within five Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b) for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2011, the Borrower shall make a prepayment of Term Loans in an amount equal to the excess (if any) of (A) the Applicable ECF Percentage of Excess Cash Flow for such fiscal year over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.08(a) (such prepayments to be applied as set forth in subsection (d) below). (c) If the Borrower or any of its Subsidiaries Subsidiary receives any Net Cash Proceeds arising from any Asset Saleof the following events, Debt Issuance or Equity Issuancethe Borrower shall, then 100% of for so long as any Term Loans are outstanding, apply such Net Cash Proceeds shall be applied by at the Borrower to prepay following times and in the Loans not later than order of application set forth in subsection (d) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt of any Net Cash Proceeds from any Disposition (other than a Disposition of the type described in Section 8.02(a) through 8.02(i)) or Recovery Event (in each case excluding, for the avoidance of doubt, amounts reinvested or to be reinvested as contemplated by the definition of “Net Cash Proceeds”), the Borrower or such Subsidiary shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three . (ii) Within five Business Days of following the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and from (x) the Administrative Agent will promptly notify each Lender issuance of its receipt of each such notice. any Indebtedness (bother than Indebtedness permitted by Section 8.05) The or (y) any increase in the Outstanding Securitization Amount above the highest Outstanding Securitization Amount, if any, previously in effect, the Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) make a Proceeds Application in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof equal to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of Net Cash Proceeds. (d) Except to the extent any such noticeIncremental Term Joinder Agreement or Extension Amendment provides that the Term Loans established thereby shall receive a lesser amount from any prepayment pursuant to clause (b) or (c) above, the Administrative Agent shall advise the Lenders of the contents thereof. Each each prepayment under Section 2.11(apursuant to clause (b) or (c) above shall be applied ratably to the Loans. Prepayments Term Loan(s) of each Class in proportion to the original principal amounts thereof, and shall be accompanied by accrued interest applied ratably to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedremaining installments thereof.

Mandatory Prepayments of Loans. (a) In If on any date the event that Effective Amount of L/C Obligations exceeds the Borrower L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.04, if on any date, after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Dollar Equivalent of the Effective Amount of all Revolving Loans, Swing Line Loans and Fronted Offshore Currency Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Revolving Loan Commitment, the Borrowers shall immediately, and without notice or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Saledemand, Debt Issuance or Equity Issuance, then 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days outstanding principal amount of the receipt Revolving Loans, Swing Line Loans, Fronted Offshore Currency Loans and/or L/C Advances by the Borrower or its Subsidiary of any an amount equal to such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeexcess. (b) Within five (5) Business Days after the receipt thereof, the Company shall prepay the Term Loans and reduce the Aggregate Revolving Loan Commitment in an amount equal to 100% of the Net Proceeds realized upon the issuance by the Company or any Subsidiary of any publicly traded debt securities (or other Indebtedness issued pursuant to an indenture, including Indebtedness issued in a so called "144A Offering") other than any subordinated debt securities issued pursuant to Section 8.05(g) or Indebtedness incurred pursuant to Section 8.05(i). (c) Within five (5) Business Days after the end of each fiscal quarter, the Company shall prepay the Term Loans and reduce the Aggregate Revolving Loan Commitment in an amount equal to 100% of the sum of (a) the Net Proceeds realized upon all Asset Dispositions (excluding those described in Section 8.02 (a)-(c) and (e)-(m) and those which, together with all related Asset Dispositions, result in Net Proceeds of less than $2,000,000) made by the Company or any Subsidiary in such fiscal quarter, (b) the insurance proceeds received by the Company or any Subsidiary in such fiscal quarter following a casualty involving such Person's Property and (c) the payments received by the Company or any Subsidiary in such fiscal quarter from a condemnation of such Person's Property, aggregating in excess of $250,000, to the extent not applied (or committed to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries. Notwithstanding the foregoing, the prepayment due in respect of any sales pursuant to a Permitted Securitization shall not exceed the program limit for such Permitted Securitization. (d) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) amount of any prepayment pursuant to paragraph (b) or (c) shall be applied (i) first to the Term Loans (on a ratable basis among the outstanding Term Loans) as described in the last sentence of Section 2.10, and then (ii) to permanently reduce the Aggregate Revolving Loan Commitment. The Company shall use its best efforts to notify the Agent and each Lender of the amount of any required prepayment at least three (3) Business Days before it is made. (e) If at any time of calculation by the Agent (whether pursuant to Section 2.11(a2.08(a) or otherwise) (i) the Dollar Equivalent of the Effective Amount of all Revolving Loans denominated in an Offshore Currency plus the case outstanding amount of prepayment all Fronted Offshore Currency Commitments exceeds either the Aggregate Revolving Loan Commitment or the Offshore Currency Sublimit as a result of a Eurocurrency Borrowingfluctuations in currency exchange rates, not later than 2:00 p.m.the Borrowers shall, New York City timewithin one (1) Business Day after receipt of notice thereof, three Business Days before the date of prepayment prepay Loans in an aggregate amount such that after giving effect thereto any such excess is eliminated; or (ii) in the case Dollar Equivalent of prepayment the Effective Amount of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the aggregate outstanding principal amount of each Borrowing or portion thereof to be prepaid and set forth Fronted Offshore Currency Loans in the same Alternate Currency exceeds the aggregate Fronted Offshore Currency Commitments with respect thereto as a reasonably detailed calculation result of fluctuations in currency exchange rates, the applicable Borrowers shall, within one (1) Business Day after receipt of notice thereof, prepay Fronted Offshore Currency Loans in such Alternate Currency in an aggregate amount such that after giving effect thereto the Dollar Equivalent of the amount Effective Amount of all Fronted Offshore Currency Loans in such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably Alternate Currency is less than or equal to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowedaggregate Fronted Offshore Currency Commitments with respect thereto.

Mandatory Prepayments of Loans. (ai) In If any Loan Party Disposes of any property pursuant to Section 8.10(a) other than property recorded as current assets on the event that Company’s consolidated financial statements which results in the Borrower or any realization by such Person of its Subsidiaries receives any Net Cash Proceeds arising from in excess of $10 million, the Company shall prepay an aggregate principal amount of L/C Borrowings or Revolving Loans (without any Asset Sale, Debt Issuance or Equity Issuance, then reduction of the Revolving Commitments hereunder) equal to 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five (including amounts below $10 million) within 10 Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, that, if on any date that a mandatory prepayment is due hereunder, the receipt amount of the mandatory prepayment due exceeds the aggregate principal amount of L/C Borrowings and Revolving Loans outstanding, the Company’s obligations under this Section 2.05(b)(i) shall be satisfied by prepaying such aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder); and provided, further, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) that would trigger a prepayment hereunder, at the election of the Company (as notified by the Borrower Company to the Administrative Agent on or prior to tenth Business Day after such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds. The Borrower shall notify Proceeds in assets (including capital expenditures) or a Permitted Acquisition so long as within the Administrative Agent within three Business Days later of (x) 360 days after the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and (y) 180 days after the entry into a contract to reinvest such proceeds within 360 days after the receipt thereof, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be promptly applied to the repayment of the L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder) to the extent set forth in this Section 2.05(b)(i). (ii) Within seven Business Days following the incurrence or issuance by the Company or any of its Subsidiaries of any Debt (other than Debt permitted to be created, incurred, suffered to exist or issued pursuant to Section 8.01), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Upon any Extraordinary Receipt in excess of $10 million received by or paid to or for the account of any Loan Party, and not otherwise included in this Section 2.05(b), the Company shall prepay an aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder) equal to 100% of such Net Cash Proceeds received therefrom (including amounts below $10 million) within ten Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, that, if on any date that a mandatory prepayment is due hereunder, the amount of the mandatory prepayment due exceeds the aggregate principal amount of L/C Borrowings and Revolving Loans outstanding, the Company’s obligations under this Section 2.05(b)(iii) shall be satisfied by prepaying such aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder); and provided, further, that with respect to any proceeds of insurance or casualty or condemnation awards (or payments in lieu thereof), at the election of the Company (as notified by the Company to the Administrative Agent will promptly notify each Lender of its on or prior to ten Business Days after receipt of each such notice. (b) The Borrower insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall notify have occurred and be continuing, the Administrative Agent by telephone (confirmed by facsimile Company or by other electronic transmission) such Subsidiary may apply within 360 days after such Extraordinary Receipt such Net Cash Proceeds to replace or repair equipment or fixed assets of the Company or such Subsidiary or make capital expenditures; and provided, further, however, that any prepayment required by Section 2.11(a) (i) in cash proceeds not so applied shall within five Business Days after such 360th day be promptly applied to the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment L/C Borrowings or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and Revolving Loans as set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under in this Section 2.11 shall not be reborrowed2.05(b)(iii).

Mandatory Prepayments of Loans. (a) In If the event that aggregate Revolving Credit Exposure of all Lenders exceeds the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity IssuanceRevolving Credit Commitment Amount then in effect, then 100% the Company shall promptly (i) prepay Loans in an aggregate amount sufficient to eliminate such excess and (ii) if any such excess remains after prepaying all of such Net Cash Proceeds shall be applied by the Borrower Borrowings as a result of any L/C Exposure, pay to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days Agent, on behalf of the receipt by the Borrower or its Subsidiary Lenders, Cash Collateral, as provided in Section 8.4(b), in respect of any L/C Exposure existing at such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each time in an aggregate amount sufficient to eliminate such noticeremaining excess. (b) The Borrower shall notify If the aggregate amount of Available Cash would exceed $175,000,000 after giving effect to any Borrowing under this Agreement and any other transactions occurring prior to or substantially simultaneously with such Borrowing, but excluding the effect of any other transactions that have not occurred prior to or substantially simultaneously with such Borrowing, if and to the extent the Company has not applied the proceeds of such Borrowing for the purpose specified in the Use of Proceeds Certificate (or any other permitted use of proceeds to the extent specified in a subsequent Use of Proceeds Certificate delivered to the Administrative Agent prior to the fifth Business Day following the date such Borrowing is made) delivered in connection with such Borrowing by telephone the fifth Business Day following the date such Borrowing is made, then on the immediately following Business Day, the Company shall prepay, or shall cause to be prepaid, to the Administrative Agent for the account of the Lenders, Loans and L/C Obligations in an aggregate amount (confirmed by facsimile or by other electronic transmissionwhen taken together with all accrued and unpaid interest on the Loans to be so prepaid) equal to the lesser of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepaymentBorrowing and (ii) the amount necessary to cause the aggregate amount of Available Cash to be less than or equal to $175,000,000 at the end of such Business Day. Promptly following receipt Substantially concurrently with the prepayment required pursuant to this Section 2.10(b), the Company shall deliver to the Administrative Agent a certificate of any such noticea Financial Officer certifying the amount required to be [Senior Secured Revolving Credit Agreement] prepaid pursuant to this Section 2.10(b), as reasonably determined or reasonably estimated by the Company in good faith. (c) If the Administrative Agent shall advise notify the Lenders Company that the Administrative Agent has determined that any prepayment is required under Section 2.10(a), the Company shall make such prepayment no later than the second (2nd) Business Day following the Company’s receipt of such notice from the contents thereofAdministrative Agent. Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice or minimum prepayment requirements set forth in Section 2.9. Any prepayment or Cash Collateralization pursuant to this Section 2.10 shall be made without any corresponding reduction to the Revolving Credit Commitment Amount. Each such prepayment of SOFR Loans under this Section 2.11(a) shall be applied ratably to the Loans. Prepayments 2.10 shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed2.11.

Mandatory Prepayments of Loans. (a) In the event that Principal Collateral Payments received by the Borrower (on behalf of itself or any other Covered Party) during the period from and including (x) initially, the Closing Date through and including June 30, 2016 and (y) thereafter, (i) the first day of its Subsidiaries receives any each month through and including the fifteenth day of each month and (ii) the sixteenth day of each month through and including the last day of each month (each such period, a “Collection Period”) shall, unless a Reinvestment Notice shall be delivered in respect thereof, be applied no later than four Business Days following such Collection Period toward the prepayment of the Loans.; provided, that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and (ii) all Reinvestment Amounts shall remain on deposit in the Reinvestment Collateral Account in accordance with Section 5.16. For the avoidance of doubt, all Net Cash Proceeds arising received from any Recovery Event that are required to be held or applied to the repair, replacement or restoration of any Covered Asset Salepursuant to the terms of any lease, Debt Issuance Mortgage or Equity Issuance, then 100% other agreement encumbering or related to such affected Covered Asset shall not be subject to the terms of this Section 2.10 or any Collateral Document provided such Net Cash Proceeds shall be are held and applied by the Borrower to prepay the Loans not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of in accordance with any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such noticelease, Mortgage or other agreement. (b) The Borrower Any prepayment of Loans pursuant to this Section 2.10 shall notify be made upon notice (which shall be irrevocable unless otherwise agreed by the Administrative Agent) delivered to the Administrative Agent by telephone no later than 12:00 Noon (confirmed by facsimile or by other electronic transmissionNew York City time), three (3) of any prepayment required by Section 2.11(a) (i) Eurodollar Business Days prior thereto, in the case of prepayment of a Eurocurrency BorrowingEurodollar Loans, not and no later than 2:00 p.m., 12:00 Noon (New York City time), three one (1) Business Days before the date of prepayment or (ii) Day prior thereto, in the case of prepayment of an ABR BorrowingBase Loans, not later than 2:00 p.m., New York City time, one Business Day before which notice shall specify the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; 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 2.13. Each Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. If any such notice is given, the amount specified in such notice shall be irrevocable due and shall specify payable on the prepayment date specified therein. Any amounts of Loans so prepaid pursuant to Section 2.10 may not be reborrowed and the principal amount of each Borrowing or portion thereof to such prepayment of Loans shall be prepaid and set forth a reasonably detailed calculation applied in the direct order of the amount maturity of such mandatory prepaymentLoans described in Section 2.1(d). Promptly following receipt The application of any such noticemandatory prepayment pursuant to this Section 2.10 shall be made, the Administrative Agent shall advise the Lenders of the contents thereoffirst, to Base Rate Loans, and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.11(a) shall be applied ratably to the Loans. Prepayments 2.10 shall be accompanied by accrued and unpaid interest thereon to the extent required by Section 2.13(d). Each date of such prepayment of a Borrowing under this Section 2.11 shall not be reborrowedon the amount so prepaid.

Mandatory Prepayments of Loans. Notwithstanding the provisions of Section 3.04 of this Agreement: (a) In if for any reason the event that Aggregate Outstanding Extensions of Credit shall exceed the lesser of (i) the Maximum Availability Amount then in effect (including without limitation after giving effect to any reduction in the Maximum Availability Amount pursuant to Sections 2.04(a) or 2.05 of this Agreement), or (ii) the Collateral Pool, the Borrower shall within one (1) Business Day, and without notice or demand, prepay the outstanding principal amount of the Loans outstanding at such time by an amount equal to the applicable excess and if upon repayment of all Loans there remains an excess amount, such excess amount shall be covered with Cash Collateral as provided in Section 4.06 of this Agreement; (b) if for any reason the sum of the Combined Facilities Aggregate Outstanding Extensions of Credit shall exceed the least of (i) Combined Facilities Maximum Amount then in effect (including without limitation after giving effect to any reduction in the Maximum Availability Amount pursuant to Sections 2.04(a) or 2.05 of this Agreement), (ii) the Collateral Pool, or (iii) $700,000,000, the Borrower shall within one (1) Business Day, and without notice or demand, prepay the outstanding principal amount of the Loans outstanding at such time by an amount equal to the applicable excess and if upon repayment of all Loans there remains an excess amount, such excess amount shall be covered with Cash Collateral as provided in Section 4.06 of this Agreement; and (c) if for any reason the aggregate amount of outstanding Swing Line Loans shall exceed the Swing Line Sublimit, the Borrower shall within one (1) Business Day, and without notice or demand, prepay the outstanding principal amount of the Swing Line Loans outstanding at such time by an amount equal to the applicable excess. (d) Upon the sale of any assets or property of the Borrower or any of its Subsidiaries receives any (other than the sale of Inventory or other disposition of obsolete or worn out property in the ordinary course of the Borrower's or such Subsidiary's business), the Borrowers shall immediately prepay the outstanding Loans in an amount equal to 100% of the Net Cash Proceeds arising from of such sale (provided, however, that no such prepayment shall be required in an amount in excess of the then outstanding Loans). (e) Upon the issuance or incurrence of any Asset Salesenior Indebtedness (other than hereunder or under Facility B or Indebtedness otherwise permitted under Section 9.05 of this Agreement) by the Borrower or any of its Subsidiaries on or after the Closing Date, Debt Issuance or Equity Issuance, then the Borrower shall immediately prepay the outstanding Loans in an amount equal to 100% of such the Net Cash Proceeds of such senior Indebtedness (provided, however, that no such prepayment shall be applied by required in an amount in excess of the Borrower to prepay the Loans not later than five Business Days following the then outstanding Loans). (f) Upon receipt by the Borrower or such Subsidiary any of such Net Cash Proceeds. The its Subsidiaries of any extraordinary gains resulting from a transaction not in the ordinary course of the Borrower's business, or any proceeds of insurance in an aggregate amount in excess of $100,000, with respect to any Collateral, the Borrower shall notify immediately prepay the Administrative Agent within three Business Days outstanding Loans in an amount equal to 100% of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. extraordinary gain or proceeds (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any provided, however, that no such prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal required in an amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation in excess of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the then outstanding Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.

Mandatory Prepayments of Loans. (a) In If the event that aggregate ------------------------------ principal amount of outstanding Revolving Loans and L/C Obligations shall at any time for any reason exceed the Revolving Credit Commitment Amount then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Lenders as a prepayment of the Revolving Loans and, if all Revolving Loans have been paid, a pre-funding of Letters of Credit. If the aggregate principal amount of outstanding Agent Loans and Agent L/C Obligations shall at any time for any reason exceed the Agent Commitment Amount then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the benefit of the Agent, as a prepayment of the Agent Loans and, if all Agent Loans have been paid, a pre-funding of Agent Letters of Credit. Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice provision for prepayments set forth in Section 2.10, but immediately upon determining the need to make any such prepayment, the Borrower shall notify the Agent of such required prepayment. Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to Section 2.13. (i) Within ten (10) Business Days after receipt by the Borrower or any of its Subsidiaries receives any of Net Cash Proceeds arising from any Asset SaleTransfer of an asset or group of assets (except Transfers permitted by Section 6.19) with cumulative proceeds in excess of $10,000,000 in any fiscal year, Debt Issuance or Equity Issuancethe Borrower shall make a mandatory prepayment of the Term Loans, then 100% which mandatory prepayment shall be applied in inverse order of such maturity, in an amount equal to the Net Cash Proceeds shall be applied by the Borrower to prepay the Loans not later than five from such Transfer, and (ii) within ten (10) Business Days following the after receipt by the Borrower or such Subsidiary any of its Subsidiaries of the proceeds of insurance on or condemnation of any property, the Borrower shall make a mandatory prepayment of the Term Loans of such Net Cash Proceeds. The funds, which mandatory prepayment shall be applied in inverse order of maturity, unless such proceeds are segregated in a special account denoted as insurance or condemnation proceeds and used promptly for replacement or reconstruction of such property; provided, however, the Borrower shall notify not be required to make the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment mandatory prepayments required by Section 2.11(a) in (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest above to the extent required by Section 2.13(d)such proceeds are reinvested in a Permitted Business within six (6) months of the receipt of such proceeds. Each prepayment of a Borrowing Amounts prepaid under this Section 2.11 the Term Loans may not be reborrowed. After the Term Loans have been paid in full, the Borrower shall not be reborrowedrequired to make any further mandatory prepayments pursuant to this Section 2.11(b).

Mandatory Prepayments of Loans. (a) In The Borrower shall, prepay the event Term Loans in accordance with Section 5.08(d) below in an amount equal to fifty percent (50%) of the Net Cash Proceeds of all sales or dispositions consummated after the Closing Date by the Consolidated Companies of non-current assets (except for sales and dispositions permitted by Section 9.03); provided, however, that the Borrower shall have no obligation to so prepay the Term Loans if, within 180 days of receipt of such Net Cash Proceeds, the Borrower or any of its Domestic Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity Issuance, then 100% of shall have used such Net Cash Proceeds for acquisitions or capital investments to replace the sold or disposed assets or for capital investments in the business or executed a binding definitive contract for such acquisitions or capital investments. To the extent any prepayment is required under this Section 5.08(a) such prepayment shall be applied by the Borrower to prepay the Loans not due no later than five (5) Business Days following after the receipt by expiration of the Borrower applicable acquisition or such Subsidiary of such capital investment period set forth above along with a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds. The Borrower shall notify the Administrative Agent within three Business Days of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower shall notify shall, prepay the Administrative Agent by telephone Obligations in an amount equal to fifty percent (confirmed by facsimile or by other electronic transmission50%) of the Net Cash Proceeds from the issuance by Borrower of Stock; provided, however, that so long as no Event of Default shall have occurred and be continuing, no prepayment shall be required if and to the extent that (i) CVC, its directors of officers makes an equity contribution to Borrower, (ii) such Stock is issued (A) to raise cash to fund Capital Expenditures permitted by this Agreement, (B) to fund management options existing on the Closing Date, or (iii) such Stock is issued (A) prior to the occurrence of a fully distributed public offering of Stock or other securities of the Borrower, and (B) in compliance with the other provisions of this Agreement and the Subordinated Note Documents, including, without limitation, after giving effect to such issuance of Stock no Change in Control shall have occurred. Such prepayment shall be made no later than the Business Day following the date of receipt by Borrower of any such Net Cash Proceeds along with a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds. (c) The Borrower shall, concurrently with the delivery of the financial information required under Section 8.07(a) with respect to each Fiscal Year (but in no event later than the date such information is required to be delivered) commencing with the delivery of the financial information with respect to Fiscal Year 2000, make a mandatory prepayment required by Section 2.11(a) of the outstanding principal amount of the Term Loans (i) in an amount equal to fifty percent (50%) of Excess Cash Flow, for each Fiscal Year for which the case of prepayment of a Eurocurrency BorrowingTotal Funded Debt to Adjusted EBITDA Ratio, not later as reported in the compliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(a) with respect to such Fiscal Year, is less than 2:00 p.m.3.25:1.00, New York City time, three Business Days before the date of prepayment or (ii) in an amount equal to seventy five percent (75%) of Excess Cash Flow, for each Fiscal Year for which the case of prepayment of an ABR BorrowingTotal Funded Debt to Adjusted EBITDA Ratio, not later than 2:00 p.m., New York City time, one Business Day before as reported in the date of prepayment. Each such notice shall be irrevocable compliance certificate required by Section 8.07(c) and shall specify delivered with the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment financial information required under Section 2.11(a8.07(a) with respect to such Fiscal Year, is equal to or exceeds 3.25:1.0. (d) Prepayments required under this Section 5.08 shall be applied ratably as follows: first to the Loans. Prepayments shall be accompanied by accrued interest Agency Fee and reimbursable expenses of the Agent then due and payable pursuant to any of the Credit Documents; second to all other Fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Credit Documents, pro rata to the extent Lenders and the Issuing Bank based on their respective pro rata share of such expenses; third, to interest then due and payable on the Term Loans made pro rata to the Term Lenders based on their respective Pro Rata Shares of the Term Loan Commitments, and fourth, to the principal balance of the Term Loans applied pro rata against the remaining installments of principal due in respect of the Term Loans, until the same shall have been paid in full, pro rata to the Term Lenders based on their respective Pro Rata share of the Term Loan Commitments. (e) Notwithstanding anything else contained herein to the contrary, the Term B Lenders have the option to not accept prepayments required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not 5.08, in which case such refused prepayment would only be reborrowedapplied to such Lender's Term A Loan, if any.

Mandatory Prepayments of Loans. (a) In If the event that aggregate Revolving Credit Exposure of all Lenders exceeds the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Sale, Debt Issuance or Equity IssuanceRevolving Credit Commitment Amount then in effect, then 100% (i) the Borrowers shall promptly prepay Loans in an aggregate amount sufficient to eliminate such excess and (ii) if any excess remains after prepaying all of the Borrowings as a result of any L/C Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 7.4(b). (b) With respect to each advance of Loans as to which a Use of Proceeds Certificate is required to have been delivered hereunder, if and to the extent the applicable Borrower has not applied the proceeds of such Net Cash advance for the purposes specified in such Use of Proceeds shall be applied Certificate (or, within five (5) Business Days of the date of such advance, as otherwise requested by a Borrower and consented to in writing by the Borrower to prepay Administrative Agent in its reasonable discretion) by the Loans not later than five fifth Business Days Day following the receipt by date such advance is made, then on the Borrower next Business Day, the Borrowers shall prepay Loans in an aggregate principal amount equal to the lesser of (i) an amount such that, immediately after giving effect to such prepayment, Available Cash is less than or such Subsidiary equal to $200,000,000 and (ii) the amount of such Net Cash Proceeds. The Borrower proceeds not used in accordance with the applicable Use of Proceeds Certificate. (c) Promptly upon determining the need to make any such prepayment, the Company shall notify the Administrative Agent within three Business Days of such required prepayment and of the receipt by the Borrower or its Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and set forth a reasonably detailed calculation identity of the amount of such mandatory prepaymentparticular Loans being prepaid. Promptly following receipt of any such notice, If the Administrative Agent shall advise notify the Lenders Company that the Administrative Agent has determined that any prepayment is required under Section 2.10(a), the applicable Borrower shall make such prepayment no later than the second Business Day following such notice. Any mandatory prepayment of Loans pursuant hereto shall not be limited by the contents thereofnotice or minimum prepayment requirements set forth in Section 2.9. Each such prepayment of Eurodollar Loans under this Section 2.11(a) shall be applied ratably to the Loans. Prepayments 2.10 shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed2.11.

Mandatory Prepayments of Loans. and Mandatory Reductions of ---------------------------------------------------------- Revolving Loan Commitments. -------------------------- (ai) In If for any reason the event Total Utilization of Revolving Loan Commitments at any time exceeds the Revolving Loan Commitments then in effect, the Borrower shall immediately prepay Swing Line Loans and/or Revolving Loans, and/or Cash Collateralize the L/C Obligations, in an aggregate amount equal to such excess; provided, however, that the -------- ------- Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full ------------------ of the Revolving Loans and Swing Line Loans the Total Utilization of Revolving Loan Commitments exceed the Revolving Loan Commitments then in effect. (ii) No later than (A) the date of receipt by the Administrative Agent or by the Borrower or any of its Subsidiaries receives any of Net Cash Proceeds arising from relating to any Asset SalePermitted Domestic Receivables Transaction or any Net Insurance/Condemnation Proceeds (other than any Net Insurance/Condemnation Proceeds with respect to property subject to an Equipment Financing Transaction, Debt Issuance a Real Estate Financing Transaction or Equity Issuancea Lien permitted under Section 7.01(b), then 100% of such Net Cash Proceeds shall (i) or (k)) that are required --------------- --- ---- to be applied by the Borrower to prepay the Loans not later than five and/or reduce the Revolving Loan Commitments pursuant to the provisions of Section 6.07, and (B) the ------------ fifth Business Days Day following the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from any Permitted Foreign Receivables Transaction (provided that solely for purposes of determining the amount -------- of Net Cash Proceeds relating to any Permitted Foreign Receivables Transaction consummated no later than six months after the termination of the European Receivables Program, such Subsidiary Net Cash Proceeds shall be reduced in accordance with clause (b) of the definition of 50 "Net Cash Proceeds" as if such Permitted Foreign Receivables Transaction were a refinancing of the European Receivables Program) the Borrower shall, in each case, prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Cash Proceeds. The Borrower shall notify . (iii) No later than the Administrative Agent within three fifth Business Days Day following the date of the receipt by the Borrower or any of its Subsidiary Subsidiaries of Net Equity/Indebtedness Proceeds from any Equipment Financing Transaction or Real Estate Financing Transaction (other than the Net Equity/Indebtedness Proceeds relating to any refinancing of any Equipment Financing Transaction or Real Estate Financing Transaction to the extent that such Net Cash Equity/Indebtedness Proceeds are applied to the payment of the outstanding principal amount of, premium or penalty, if any, and interest on Indebtedness that is being refinanced by such Equipment Financing Transaction or Real Estate Financing Transaction and that is actually paid at the Administrative Agent will promptly notify each Lender time of its receipt of each such notice. (b) The Net Equity/Indebtedness Proceeds), the Borrower shall notify prepay the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment required by Section 2.11(a) (i) in Loans and/or the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice Revolving Loan Commitments shall be irrevocable and shall specify the prepayment date and the principal permanently reduced in an aggregate amount of each Borrowing or portion thereof equal to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following Net Equity/Indebtedness Proceeds. (iv) No later than the date of receipt by the Borrower or any Subsidiary of Net Cash Proceeds in respect of any Disposition of Collateral, and no later than the fifth Business Day following the date of receipt by the Borrower or any Subsidiary of Net Cash Proceeds in respect of any other Disposition (in each case, other than any Disposition of property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to Section ------- 7.05(a), (b), (c), (d), (e), (g), (h), (l), (n), (o), (q) or (r) and ------- --- --- --- --- --- --- --- --- --- --- --- property or assets to the extent that the aggregate value of such noticeproperty and assets disposed of in any single transaction or related series of transactions does not exceed $500,000), the Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Cash Proceeds. (v) No later than the third Business Day following the date of receipt by the Borrower or any of its Subsidiaries of Net Equity/Indebtedness Proceeds from the issuance after the Closing Date of any debt securities of the Borrower or any of its Subsidiaries other than Indebtedness permitted under Section 7.03 (other than Section ------------ ------- 7.03(a)(iii)), the Borrower shall prepay the Loans and/or the Revolving ------------- Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Equity/Indebtedness Proceeds. (vi) No later than the third Business Day following the date of receipt by the Borrower or any of its Subsidiaries of Net Equity/Indebtedness Proceeds from the issuance after the Closing Date of any Equity Interests of the Borrower or any of its Subsidiaries, the Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Equity/Indebtedness Proceeds. (vii) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year which is greater than zero, the Borrower shall, no later than ten days following the date of delivery to the Administrative Agent of financial statements relating to such Fiscal Year pursuant to Section 6.01(a), --------------- prepay the Loans and/or the Revolving Loan Commitments shall advise the Lenders be permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow. (viii) Concurrently with any prepayment of the contents thereof. Each prepayment under Section 2.11(a) shall be applied ratably Loans and/or reduction of the Revolving Loan Commitments pursuant to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13(d). Each prepayment of a Borrowing under this Section 2.11 shall not be reborrowed.------- 2.05

Mandatory Prepayments of Loans. (a) In the event that [Reserved]. (b) Subject to Section 2.09(d), if the Borrower or any of its Subsidiaries Subsidiary receives any Net Cash Proceeds arising from any Asset Saleof the following events, Debt Issuance or Equity Issuance, then 100% of the Borrower shall apply such Net Cash Proceeds shall be applied by at the Borrower to prepay following times and in the Loans not later than order of application set forth in subsection (c) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt of any Net Cash Proceeds from any Disposition (other than a Disposition of the type described in Section 8.02(a) through 8.02(i)) or Recovery Event (in each case excluding, for the avoidance of doubt, amounts reinvested or to be reinvested as contemplated by the definition of “Net Cash Proceeds”), the Borrower or such Subsidiary shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. The . (ii) Within five Business Days following the receipt of any Net Cash Proceeds from (x) the issuance of any Indebtedness (other than Indebtedness permitted by Section 8.05) or (y) any increase in the Outstanding Securitization Amount above the highest Outstanding Securitization Amount, if any, previously in effect, the Borrower shall notify make a Proceeds Application in an amount equal to the Administrative Agent within three amount of such Net Cash Proceeds. (iii) Within five Business Days of following the receipt by of Net Cash Proceeds from any federal income tax refund in respect of tax year 2015 or earlier, the Borrower or its Subsidiary shall make a Proceeds Application in an amount equal to (A) fifty percent (50%) of any such Net Cash Proceeds less (B) the amount of any Refund Commitment Reduction (as defined in the Senior Secured Credit Agreement (as in effect on the date hereof after giving effect to the Fifth Amendment and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (bWaiver)) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or by other electronic transmissionmade pursuant to Section 2.09(b)(ii) of any prepayment the Senior Secured Credit Agreement; provided that if either (x) no Refund Commitment Reduction would be required by Section 2.11(a2.09(b)(ii) of the Senior Secured Credit Agreement (ias in effect on the date hereof after giving effect to the Fifth Amendment and Waiver) or (y) the amount in clause (A) above exceeds the amount in clause (B) above, but, in the case of prepayment of a Eurocurrency Borrowingthis clause (y), not later than 2:00 p.m., New York City time, three Business Days before the “Aggregate Revolving Commitment” under and as defined in the Senior Secured Credit Agreement (as in effect on the date of prepayment or (iihereof after giving effect to the Fifth Amendment and Waiver) in is no greater than $108,000,000 upon giving effect to the case of prepayment of an ABR Borrowingrelated Refund Commitment Reduction, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice then no Proceeds Application shall be irrevocable and required. (c) Except to the extent any Extension Amendment provides that the Loans established thereby shall specify the receive a lesser amount from any prepayment date and the principal amount of pursuant to clause (b) above, each Borrowing or portion thereof prepayment pursuant to be prepaid and set forth a reasonably detailed calculation of the amount of such mandatory prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment under Section 2.11(aclause (b) above shall be applied ratably to the Loans. Prepayments Loan(s) in proportion to the original principal amounts thereof, and shall be accompanied by accrued interest applied ratably to the extent remaining installments thereof. (d) Notwithstanding anything to the contrary in this Section 2.09, no prepayments of Loans shall be required by pursuant to this Section 2.13(d). Each prepayment 2.09 until the Discharge of Senior Secured Credit Agreement Obligations has occurred, other than in respect of a Borrowing under this mandatory prepayment pursuant to Section 2.11 shall not 2.09(b)(ii)(x) which requires the Loans to be reborrowedprepaid.