Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. In the event that the Borrower or (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Canadian Loan Party of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance(but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall within one Business Day after such receipt prepay the outstanding 364-Day Tranche Loans (to the extent thereof), or provide cash collateral in respect of Letters of Credit as set forth in clause (id) in the case of any Debt Issuance, Equity Issuance or Asset Sale, below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Canadian Loan Party, the Borrower shall not later than two Business Days following be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $5,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and by a Canadian Loan Party and, pending application of such proceeds, the Borrower has either (iii) in the case of any Qualifying Term Loan Facility, in paid an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are reinvested in, or applied to used as set forth in the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofReinvestment Notice with respect thereto; provided, furtherhowever, that if to the extent any portion of asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds that are shall, upon acquisition thereof by a Canadian Loan Party, be subject to a perfected Lien in favor of the immediately preceding proviso are not so reinvested within such 180 calendar day periodCollateral Agent, such unused portion shall be applied immediately at for the end benefit of such period the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the 364-Day Tranche Loans. The Borrower shall promptly extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in any event within two this clause (2c) Business Days of receipt) notify become operative, the Administrative Agent may, or shall at the direction of the receipt by Requisite Lenders, apply all amounts in the Borrower or such Subsidiary Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, clause (c) above and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.Section

Mandatory Prepayments. (i) If, at any time or for any reason, the amount of Obligations owed by Borrower to Lender pursuant to Sections 2.1 is greater than the Dollar limitations set forth in Sections 2.1, (an “Overadvance”), Borrower immediately shall pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b). In addition, Borrower hereby promises to pay the event that Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full to Agent as and when due and payable under the terms of this Agreement and the other Loan Documents. (ii) Immediately upon the receipt by Borrower or any of its Subsidiaries of the proceeds of any Disposition by Borrower or any of its Subsidiaries of property or assets (excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) through (f), (h), or (i) receives any Net Cash Proceeds arising from any Debt Issuanceof the definition of Permitted Dispositions), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to principal amount of the extent thereof), (iObligations in accordance with Section 2.4(f)(i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following (including insurance proceeds and condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds of such Disposition are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (iiC) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in the case which case, such monies shall be paid to Agent and applied in accordance with Section 2.4(f). Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any Qualifying Term Loan Facility, property or assets other than in accordance with Section 7.4. (iii) Promptly upon the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (except for Indebtedness permitted under Section 7.1) Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of the commitments Net Cash Proceeds received by such Person in connection with such issuance or incurrence. The provisions of this Section 2.4(e)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Promptly upon the issuance by Borrower or any of its Subsidiaries of any Stock (except for (A) the issuance of Stock by Borrower to any Permitted Holder, (B) the issuance of Stock of Borrower to directors, officers and employees of Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors) Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 50% of the Net Cash Proceeds received by such Person in connection with such issuance; provided, however, that if the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended prior to the date of the issuance of such Stock as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than 2.0:1.0, then no prepayment in respect of such Qualifying Term Loan Facility immediately upon effectiveness issuance of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale Stock shall be required. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms and conditions of this Agreement. For the avoidance of doubt, this Section 2.4(e)(iv) shall not apply to Qualifying IPO. (v) Within 10 days of delivery to Agent of audited annual financial statements pursuant to Section 6.3(b), commencing with the delivery to Agent of the financial statements for Borrower’s fiscal year ended December 31, 2015 or, if such financial statements are not delivered to Agent on the date such statements are required to be applied delivered pursuant to Section 6.3(b), within 10 days after the extent date such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets statements were required to be used indelivered to Agent pursuant to Section 6.3(b), Borrower shall (A) if such financial statements demonstrate that the business Leverage Ratio of any of the Borrower and its Subsidiaries within 180 calendar days as of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period fiscal year was greater than 1.50:1.00, prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 50% of the Excess Cash Flow of Borrower and its Subsidiaries for such fiscal year, and (B) if such financial statements demonstrate that the Leverage Ratio of Borrower and its Subsidiaries as of the end of such fiscal year was 1.50:1.0 or less, then no prepayment shall be required. The foregoing to the 364-Day Tranche Loans. The Borrower shall promptly (contrary notwithstanding, at Agent’s election, in its sole and in any event within two (2) Business Days of receipt) notify absolute discretion, if the Administrative Agent remaining amount of the receipt by capital expenditures projected to be made during such fiscal year exceeds the remaining amount of the Capex Term Loan Commitments at such time, then Agent may permit Borrower or such Subsidiary to reduce the amount of any such Net Cash Proceeds and/or the effectiveness mandatory prepayment that would otherwise be due and payable pursuant to this Section 2.4(e)(v) to the extent of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject excess (but not to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal an amount to be prepaid to but excluding the date of paymentthat is less than $0).

Mandatory Prepayments. In (a) No later than the event that tenth calendar day following the Borrower date of receipt by any Obligor or any of its Restricted Subsidiaries (i) receives of any Net Asset Sale Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Company shall apply all such Net Asset Sale Cash Proceeds not later than two Business Days following the receipt by to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal provides written notice to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness Administrative Agent within seven calendar days of the definitive documentation in respect thereof; provided, that date any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested inso received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or applied indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the replacement or repair of assets to be general type used in, in the business of any of the Borrower Parent and its Subsidiaries within 180 calendar days of receipt thereofRestricted Subsidiaries; provided, further, that that, if any portion of such Net Asset Sale Cash Proceeds that are subject to the immediately preceding proviso are have not been so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period twelve-month period, the Borrower shall apply an amount equal to the 364-Day Tranche Loans. The amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a). (b) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall promptly forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (and or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount). (c) If, after giving effect to any event within two (2) Business Days termination of receipt) notify the Administrative Agent or reduction of the receipt Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentapplicable Issuing Bank).

Mandatory Prepayments. In (a) On the event that next occurring Payment Date following the Borrower or any of its Subsidiaries (i) date on which Lender actually receives any Net Cash Proceeds arising from any Debt Issuance(or, Equity Issuance if such day is not a Business Day, the immediately succeeding Business Day), if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Property or Asset Sale consummated on otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, Lender shall apply Net Proceeds as a prepayment of all or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay a portion of the outstanding 364-Day Tranche Loans (to principal balance of the extent thereof), (i) in the case of Loan together with accrued interest and any Debt Issuance, Equity Issuance or Asset Sale, other sums due hereunder in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofProceeds; provided, that any however, if an Event of Default has occurred and is continuing, Lender may apply such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, Debt (until paid in full) in any order or applied priority in its sole discretion. No yield maintenance premium or other premium shall be due in connection with any prepayment made pursuant to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion this Section 2.4.2. Any partial prepayment under this Section 2.4.2 shall be applied immediately at by Lender in such order and priority as Lender shall determine in its sole and absolute discretion. (b) On the end of such period to the 364-Day Tranche Loans. The date on which Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject tenders a Casualty/Condemnation Prepayment pursuant to Section 2.176.4(e) hereof, but such tender shall otherwise be without premium or penalty, and shall be accompanied by include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the outstanding principal amount of the Loan being prepaid through the last day of the month within which such tender occurs, and (b) any other sums due hereunder relating to the Loan. No yield maintenance or other premium shall be prepaid to but excluding the date of paymentdue in connection with any Casualty/Condemnation Prepayment.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If during any fiscal year of the Borrower, the aggregate cumulative amount of Net Cash Asset Disposition Proceeds arising from any Debt Issuancefor such fiscal year exceeds $250,000, Equity Issuance or Asset Sale consummated on or the Borrower shall, immediately after the Effective Date completion of each sale or other disposition which results in such an excess or an increase in such an excess, (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (C) otherwise, Cash Collateralize the outstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100%) of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (i) with respect to any sale (a "Relevant Sale") if the Borrower advises the Administrative Agent in writing at the time the Net Asset Disposition Proceeds from such Relevant Sale are received that it intends to reinvest all or any portion of such Net Asset Disposition Proceeds in replacement assets to the extent (A) such Net Asset Disposition Proceeds are in fact committed to be reinvested by the Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by the Borrower and the related seller within 45 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the 45 or 180 day period provided in clause (A) or (iiB) enters into definitive documentation for any Qualifying Term Loan Facilityof the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or an Event of Default shall have occurred and be continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (i). (ii) If, at any time after the Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments, but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, (A) prepay the outstanding 364-Day Tranche Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent thereof)Revolving Loans are then outstanding, and (iC) in otherwise, Cash Collateralize the case of any Debt Issuance, Equity Issuance or Asset Saleoutstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100% %) of the Net Debt Proceeds of such Indebtedness. (iii) If, at any time after the Closing Date, any Loan Party issues or sells any Equity Securities (other than any issuance or sale specified in the proviso to the definition of Net Equity Proceeds or in connection with the funding of Expansion Capital Expenditures), the Borrower shall, immediately after such issuance or sale, (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (C) otherwise, Cash Collateralize the outstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100%) of the Net Equity Proceeds not of such Equity Securities. (iv) No later than two three (3) Business Days following (x) the date of receipt by a Loan Party of any Net Insurance Proceeds or Net Condemnation Proceeds, or (y) if applicable, the end of the 180-day period described in the proviso below), the Borrower or such Subsidiary of such Net Cash Proceeds shall (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (iiC) in otherwise, Cash Collateralize the case of any Qualifying Term Loan Facilityoutstanding L/C Obligations, in an amount equal to the commitments in respect aggregate amount of the sum of such Qualifying Term Loan Facility Net Insurance Proceeds and Net Condemnation Proceeds in such fiscal year (excluding any amounts used to repair, restore or replace assets in accordance with the immediately upon effectiveness of following proviso); provided the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale Borrower shall not be required obligated to be applied make a prepayment under this clause (iv) if and to the extent that (i) the Borrower advises the Administrative Agent in writing at the time it receives such proceeds that it or another Loan Party intends to repair, restore or replace the assets from which such Net Cash Insurance Proceeds are reinvested inor Net Condemnation Proceeds derived, and does so within 180 days of receipt thereof (or applied such longer period as is reasonably required to complete such repair, restoration or replacement; provided that the Borrower shall have commenced such repair, restoration or replacement during such 180-day period and thereafter proceeds with all due diligence to complete such repair, restoration or replacement within a reasonable period of time acceptable to the replacement Administrative Agent) (it being understood that any Net Insurance Proceeds or repair of Net Condemnation Proceeds retained by the Borrower but not actually expended within such time period to repair, restore or replace the assets to from which such Net Insurance Proceeds or Net Condemnation Proceeds derived shall at that time immediately be used into prepay the Loans in the amount and in the manner described in the first sentence of this clause (iv)). (v) If on or before September 30, 2005, the business Debt Service Coverage Ratio as of any the end of a fiscal quarter of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject is 1.30 to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately 1.00 or lower for at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within least two (2) Business Days consecutive fiscal quarters, the monies then on deposit in the Special Reserve Account (inclusive of receipt) notify monies transferred to the Administrative Agent Special Reserve Account in respect of the receipt by last such fiscal quarter) shall be applied to prepay the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeLoans. All prepayments of Borrowings under the Loans then outstanding pursuant to this paragraph (v) shall be applied, first, to prepay Class A Loans in inverse order of maturity until the Class A Loans are prepaid in full, second, to prepay Class B Loans until the Class B Loans are prepaid in full, and thereafter, to prepay Revolving Loans until the Revolving Loans are prepaid in full. (vi) On each Cash Sweep Date (or such later date not exceeding 30 days thereafter as the Applicable Cash Sweep Percentage as of such Cash Sweep Date has been determined), the Applicable Cash Sweep Percentage of Excess Cash Flow as of such Cash Sweep Date shall be applied to prepay the Loans. All prepayments of the Loans then outstanding pursuant to this paragraph (vi) shall be applied, first, to prepay Class A Loans in inverse order of maturity until the Class A Loans are prepaid in full, second, to prepay Class B Loans until the Class B Loans are prepaid in full, and thereafter, to prepay Revolving Loans until the Revolving Loans are prepaid in full. (vii) If, as a result of the making of any prepayment required to be made pursuant to clauses (i) through (vi) of this Section 2.12 2.8(c), the Borrower would incur Hedging Termination Obligations or costs pursuant to Section 3.5, upon the request of the Borrower made prior to the due date thereof, the amount of such prepayment may be held in the Concentration Account until the end of the applicable Interest Period, at which time such prepayment shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentmade.

Mandatory Prepayments. In Unless otherwise specified in a Supplement, the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Issuer shall be required to prepay the outstanding 364-Day Tranche Loans then unpaid principal balance of all, or a portion of, one or more Series of Notes then Outstanding and all amounts due under the related Hedge Agreements (including any termination payments) if, on any Payment Date, an Asset Base Deficiency exists, and has not otherwise been cured by such date through the acquisition of additional Eligible Containers or otherwise. Such Prepayment (a “Supplemental Principal Payment”) shall be in the amount of such Asset Base Deficiency and shall be paid in accordance with the priority of payments set forth in Section 302 hereof. The calculations referred to herein shall be evidenced by the Asset Base Certificate received by the Indenture Trustee on any Determination Date. On each Payment Date, any Supplemental Principal Payment Amount then due and owing shall be applied first to each Series of Warehouse Notes then Outstanding on a pro rata basis, in proportion to the extent thereof)then unpaid principal balance of such Warehouse Notes, (i) until the principal balances of all Warehouse Notes have been paid in the case full, and then to all Series of any Debt Issuance, Equity Issuance or Asset SaleTerm Notes then Outstanding on a pro rata basis, in an amount equal proportion to 100% the then unpaid principal balance of each such Net Cash Proceeds Series of Term Notes. Notwithstanding the foregoing, if sufficient funds are not later than two Business Days following available to allow the receipt by Issuer to prepay the Borrower or such Subsidiary principal balance of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Warehouse Notes in an amount equal to the commitments Asset Base Deficiency on such Payment Date, then the amount of any Supplemental Principal Payment Amount to be actually paid on such Payment Date shall be allocated among all Series of Notes then Outstanding (including the Term Notes) on a pro rata basis, in respect proportion to the then unpaid principal balance of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentNotes.

Mandatory Prepayments. In Within five (5) Business Days of the event that receipt of Net Cash Proceeds from the occurrence of any Casualty Event or Specified Asset Sale, Holdings and the Borrower shall apply an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, to (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the prepayment of outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case payment of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee. Such Net Cash Proceeds shall be allocated to such prepayment and payments such that the full amount of principal, interest and prepayment fees payable hereunder shall be paid with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or to the cost of purchase or constructing other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event or Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Specified Asset Sale (or, if within such 180-day period the Borrower enters into a binding commitment to purchase or acquire such assets, within ninety (90) days from entering into such binding commitment), the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Early Prepayment Fee, with such amount of Net Cash Proceeds being allocated to but excluding the date prepayment of paymentprincipal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee such that the full payable with respect to such mandatory prepayment is paid with such unused balance of Net Cash Proceeds.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after On the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-first Business Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by of (y) any Net Proceeds (Asset Sales) of Borrowers, or (z) any Net Proceeds (Insurance) of Borrowers, the Borrower or such Subsidiary Borrowers shall utilize one hundred percent (100%) of such Net Cash Proceeds and (ii) in the case amount of any Qualifying Term Loan Facilitycash receipts described in clauses (y) or (z) above, in an amount equal if any, to make a mandatory prepayment of the commitments Loans, together with all accrued and unpaid interest in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofprincipal amount so prepaid; provided, that any such Net Cash Proceeds with respect to any Asset Sale however that, so long as no Event of Default shall not have occurred and be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used incontinuing, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, Borrowers may give written notice to Lender that if they plan to reinvest all or any portion of such Net Cash Proceeds that (Asset Sales) or Net Proceeds (Insurance) for loss to property in assets used or useful in the Borrowers’ business in accordance with the terms of the Partner Agreement so long as within 90 days following receipt of such Net Proceeds (Asset Sales), such purchase shall have been consummated, or within 90 days of a Borrower’s receipt of Net Proceeds (Insurance), Borrowers commence and diligently pursue the restoration of the Property for which such Net Proceeds (Insurance) are subject being paid (as certified by the Borrowers in writing to the immediately preceding proviso are not so reinvested within such 180 calendar day periodLender). (ii) After the occurrence of the Availability Termination Date, such unused portion shall be applied immediately at on the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within date that is two (2) Business Days prior to August 31 and February 28 (or 29 in any leap year), the Borrowers shall utilize 70% of receipt) notify the Administrative Agent Excess Cash Flow of the receipt by Borrowers, calculated for the Borrower previous six-month period ended June 30 or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationDecember 31, as applicable, and to prepay the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17Loans, but shall otherwise be without premium or penalty, and shall be accompanied by together with all accrued and unpaid interest on in respect of the principal amount so prepaid, subject to be prepaid adjustment based on year-end audited financials to but excluding the date of paymentextent required by the Management Committee under the Partner Agreement.

Mandatory Prepayments. In the event that the (a) When any Borrower sells or otherwise disposes of any Collateral resulting in Net Disposition Proceeds in excess of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) $500,000 in the case of aggregate in any Debt Issuancefiscal year, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later other than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) Inventory in the case Ordinary Course of any Qualifying Term Loan FacilityBusiness or Dispositions otherwise permitted under Section 7.1, Borrowers shall repay the Advances in an amount equal to the commitments in respect Net Disposition Proceeds of such Qualifying sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan Facility immediately upon effectiveness in the inverse order of the definitive documentation maturities thereof, and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in respect thereof; providedaccordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such Net Cash Proceeds order as Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof. (b) Notwithstanding the foregoing, with respect to any Asset Sale Net Disposition Proceeds which would otherwise give rise to a prepayment under Section 2.20(a), so long as no Event of Default shall not have occurred and be required to be applied to continuing and the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion Borrowing Agent shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event have notified Agent within two (2) Business Days following receipt of receiptsuch Net Disposition Proceeds of the applicable Loan Party’s or its Subsidiary’s election to reinvest all or any portion of such Net Disposition Proceeds in fixed or capital assets or other assets useful to the business of the Loan Parties and their Subsidiaries, then such Net Disposition Proceeds shall be applied by Agent to the Revolving Advances and Agent shall implement a reserve equal to the amount of such Net Disposition Proceeds pursuant to Section 2.1(a)(y)(vi). Borrowers may request Revolving Advances in the amount of the Net Disposition Proceeds (or such portion thereof) notify to pay the Administrative actual cost of reinvestment and the reserve with respect to such amount shall be released and shall be available to Borrowers as a Revolving Advance, so long as (i) Borrowers have sufficient Undrawn Availability (after giving effect to the release of the reserve for such amount) to cause such Revolving Advances to be made, (ii) all conditions to funding sent forth in Section 8.2 or 8.3 (as applicable) of this Agreement have been satisfied and (iii) Borrowers agree to use the proceeds of the Revolving Advances to pay the cost of such cost of reinvestment. The foregoing shall not be deemed to be implied consent to any Disposition or other transaction prohibited by the terms and conditions of this Agreement or any Other Document. (c) Borrowers shall prepay the outstanding amount of the Term Loans in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year beginning with the fiscal year ending December 31, 2022, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (d) In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Borrowers, Borrowers shall, no later than three (3) Business Days after the receipt by Borrowers of the Borrower cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to one hundred percent (100.00%) of such Subsidiary cash proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (e) Other than pursuant to any issuance of Equity Interests of Borrowers (i) contemplated by Section 6.5(d), (ii) used to fund Capital Expenditures not to exceed $4,000,000 per fiscal year or (iii) used to fund Permitted Acquisitions, Borrowers shall provide Agent within ten (10) days’ written notice of such issuance of Equity Interests, and Agent in its sole discretion, within such ten (10) day period, may request an appraisal of Equipment and Real Property to determine if the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount at the time of such issuance of Equity Interests. If Agent does not order an appraisal of the Equipment and Real Property, then one hundred percent (100.00%) of the net cash proceeds received from the issuance of Equity Interests shall be applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the Term Loan Collateral Amount exceeds the then outstanding balance of the Term Loan, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until the outstanding balance of the Term Loan is equal to the Term Loan Collateral Amount and (y) second, to the remaining Advances (including xxxx collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (f) All proceeds received by Borrowers or Agent (i) under any insurance policy on account of damage or destruction of any such Net Cash Proceeds and/or the effectiveness assets or property of such definitive documentationany Borrowers, or (ii) as applicable, and the Administrative Agent will promptly notify each Lender a result of its receipt any taking or condemnation of each such notice. All prepayments of Borrowings under this Section 2.12 any assets or property shall be subject to applied in accordance with Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment6.6.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives (x) If any Prepayment Event under any of clauses (a) through (d) of the defined term “Prepayment Event” occurs, then, to the extent of any remaining Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated received by the Loan Parties on or account thereof after application of such proceeds to outstanding ABL Obligations in accordance with the Effective Date ABL Loan Agreement or (iiy) enters into definitive documentation for if any Qualifying Term Loan FacilityPrepayment Event under clause (e) of the defined term “Prepayment Event” occurs, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Borrowers shall, within five (to the extent thereof), 5) Business Days (i) or immediately in the case of any Debt Issuanceincurrence of any Indebtedness that is not Permitted Indebtedness) after receipt of the Net Proceeds of each such Prepayment Event, Equity Issuance or Asset Sale, prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds (or remaining Net Proceeds, as applicable), together with any applicable Prepayment Premium in the amount specified in the Agent Fee Letter; provided, however, that (x) notwithstanding anything to the contrary in the Agent Fee Letter, no Prepayment Premium shall become due and payable in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event”, (y) no prepayment shall be required in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event” if such prepayment would not later than two Business Days following then be permitted pursuant to Section 8(y) of the receipt ABL Loan Agreement (as in effect on the Fifth Amendment Effective Date) and (z) the Borrowers shall be permitted to replace, repair, restore or rebuild Collateral that is subject to any casualty or other insured damage or any taking under power of eminent domain or by the Borrower condemnation or such Subsidiary similar proceeding of such Net Cash Proceeds (and payments in lieu thereof), so long as (i) no Default or Event of Default has occurred and is continuing and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect on account of such Prepayment Event not used to any Asset Sale replace, repair, restore or rebuild such Collateral within 180 days after the receipt of such Net Proceeds shall not be required to be applied to the extent such Net Cash Proceeds prepayment of the Term Loans in accordance with this Section 2.6(b)(i) and Section 2.6(c). (ii) If all Commitments under (and as defined in) the ABL Loan Agreement are reinvested in, or applied terminated prior to the replacement or repair of assets to be used Scheduled Maturity Date under (and as defined in) the ABL Loan Agreement, the business of any Borrowers shall immediately prepay all of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. In the event that the (i) If 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 Loss, then Borrower shall promptly notify Administrative Agent of such proposed Disposition or Event of Loss (i) receives any including the amount of the estimated Net Cash Proceeds arising from to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary (and in any Debt Issuanceevent within three Business Days after receipt) of the Net Cash Proceeds of such Disposition or Event of Loss, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that with respect to any Disposition other than a Specified Asset Sale (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the extent thereof)business of the Loan Parties, (iy) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of Borrower not exceeding the greater of $7,000,000 or 10% of Consolidated EBITDA in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Debt IssuanceDisposition not covered by clause (y) above, Equity Issuance so long as no Default or Asset SaleEvent of Default then exists, if Borrower states in an amount equal its notice of such event that Borrower or the relevant Subsidiary intends to 100% reinvest, within 12 months of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are actually reinvested inin assets related to its business within such time period. Promptly after the end of such 12-month period, Borrower shall notify Administrative Agent whether Borrower or applied such Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the replacement or repair of assets to be used inextent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the business of any of Obligations in the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion amount of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested reinvested. In addition, in the event that the Commitment Block is reduced by any Specified Asset Sale Commitment Amount and the related Specified Asset Sale is not consummated within 30 days after such 180 calendar day periodreduction, the Borrower shall, within three Business Days after such unused portion 30th day, prepay the Obligations in an amount equal to such Specified Asset Sale Commitment Amount. The amount of each prepayment described in this clause (b)(i), including with respect to any Specified Asset Sales, shall be applied immediately at the end of such period first to the 364-Day Tranche Loans. The outstanding Term Loans (to be applied to the remaining amortization payments on the Term Loans in the inverse order of maturity) until paid in full and then to the Revolving Credit without a corresponding reduction in the Revolving Credit Commitments. (ii) If after the Closing Date Ultimate Parent or any Subsidiary shall (A) issue any Indebtedness, other than Indebtedness permitted by Section 7.1(a) through (p), (r) through (u) or (B) issue any Equity Interests, other than pursuant to the Equity Purchase Documents, Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of Ultimate Parent or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower Ultimate Parent or such Subsidiary of any Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt Proceeds. The amount of each such noticeprepayment shall be applied first to the outstanding Term Loans (to be applied to the remaining amortization payments on the Term Loans in the inverse order of maturity) until paid in full and then to the Revolving Credit without a corresponding reduction in the Revolving Credit Commitments. All Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.1 or Section 8.1(i) or any other terms of the Loan Documents. (iii) Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.14, prepay the Revolving Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. (iv) Unless Borrower otherwise directs, prepayments of Borrowings Loans under this Section 2.12 2.8(b) shall be subject applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of SOFR Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.17, but shall otherwise be without premium or penalty, and 2.8(b) shall be accompanied made by accrued and unpaid interest on the payment of the principal amount to be prepaid and, in the case of any Term Loans or SOFR Loans, accrued interest thereon to but excluding the date of paymentprepayment together with any amounts due the Lenders under Section 3.3. Each prefunding of L/C Obligations shall be made in accordance with Section 8.4.

Mandatory Prepayments. In the event that the Borrower (a) If, due to exchange rate fluctuations or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityreason whatsoever, the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Lenders outstanding shall, at any time, exceed 105% of the aggregate amount of the Tranche 1 Revolving Commitments in effect at such time, (the amount of such excess, an “Excess Amount”), then within three Business Days of written notice from the Borrower Administrative Agent, the Borrowers shall first, prepay the outstanding 364-Day Tranche 1 Revolving Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, and/or Swingline Loans in an amount equal to 100% of so as to, as nearly as possible, eliminate such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower Excess Amount; and second, if any Excess Amount shall remain after such prepayment, provide cash collateral or such Subsidiary of such Net other security on Cash Proceeds and (ii) Equivalents as the Administrative Agent may require in the case of any Qualifying Term Loan FacilityUS Dollars, Euros or Canadian Dollars in an amount equal to the commitments remaining Excess Amount, which collateral shall secure all Obligations outstanding and shall remain in the Administrative Agent’s possession until such Excess Amount is eliminated whereupon the collateral shall be released by the Administrative Agent to the Borrowers. Notwithstanding any other provision of this Agreement, including any provision contemplating a continuation or conversion, whenever an Excess Amount exists, (A) upon the last day of the Contract Period of any Bankers’ Acceptance, the relevant Borrower shall repay the Bankers’ Acceptance, or (B) upon the last day of the Interest Period in respect of such Qualifying Term a Eurodollar Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, or EURIBOR Loan that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inis a Revolving Loan, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The relevant Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify repay the Administrative Agent of the receipt by the Borrower Eurodollar Loan or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationEURIBOR Loan, as applicable, in each case to the extent necessary to cover the Excess Amount and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings any repayments under this Section 2.12 clauses (A) and (B) shall be subject to applied in reduction of the Excess Amount. (b) Each prepayment of the Loans under Section 2.172.10 (except in the case of Revolving Loans that are ABR Loans, but shall otherwise be without premium US Base Rate Loans or penalty, Canadian Prime Rate Loans and Swingline Loans) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid. (c) Notwithstanding the foregoing provisions of this Section 2.10 and subject to Section 3.5 with respect to Letters of Credit, if at any time any prepayment of the Loans pursuant to paragraph (a) of this Section 2.10 would result, after giving effect to the procedures set forth in this Agreement, in a Borrower being required to indemnify for breakage costs under Section 2.19 as a result of Eurodollar Loans or EURIBOR Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, such Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans or EURIBOR Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans or EURIBOR Loans not immediately prepaid) to be held as security for the obligations of such Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans or EURIBOR Loans (or such earlier date or dates as shall be requested by such Borrower); provided that such unpaid Eurodollar Loans or EURIBOR Loans shall continue to bear interest in accordance with Section 2.11 until such unpaid Eurodollar Loans or EURIBOR Loans or the related portion of such Eurodollar Loans or such EURIBOR Loans, as the case may be, have or has been prepaid.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the The Borrower shall prepay the Loans as follows: (i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding 364-Day Tranche exceeds the Total Commitment at such time, the Borrower shall immediately (A) prepay the Swing Line Loans (to the extent thereof)Swing Line Loans are then outstanding, (iB) in then prepay the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal Revolving Loans to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds extent Revolving Loans are then outstanding and (iiC) in otherwise, Cash Collateralize the case of any Qualifying Term Loan Facility, Obligations in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness then Effective Amount of the definitive documentation L/C Obligations, in respect thereof; providedan aggregate principal amount equal to such excess. (ii) The Borrower shall repay each Swing Line Loan on the earlier of the Maturity Date or such other date as specified in Section 2.03. (iii) If at any time the aggregate cumulative amount of Designated Asset Sale Proceeds exceeds $10,000,000 in any Fiscal Year, that the Borrower shall, promptly after the receipt of Designated Asset Sale Proceeds resulting in such an excess or an increase in such an excess (any such Net Cash Proceeds with respect to any Designated Asset Sale Proceeds, "Excess Proceeds"), (A) prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans are then outstanding and (C) otherwise, Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations, in an aggregate principal amount equal to such Excess Proceeds. Notwithstanding the foregoing, so long as no Default shall then exist or would result therefrom, the Borrower shall not be required to be applied make a prepayment pursuant to this clause (iii) with respect to any sale if the Borrower (x) on or before the last day (such day, the "Identification Deadline") of the Fiscal Quarter immediately following the Fiscal Quarter during which a sale resulting in any Excess Proceeds occurs, identifies related or replacement assets or other assets useful in the Borrower’s business (such assets, "Identified Replacement Assets") by delivering to the extent Administrative Agent a written notice setting forth in reasonable detail a description of such Net Cash Identified Replacement Assets and the amount of the Excess Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inallocated toward the purchase thereof and (y) reinvests all or any portion of such Excess Proceeds in such Identified Replacement Assets on or before the last day (such day, the business of any "Reinvestment Deadline") of the Borrower and its Subsidiaries within 180 calendar days second Fiscal Quarter following the Fiscal Quarter during which the identification described in part (x) of receipt thereofthis clause (iii) was completed; provided, furtherhowever, that if any portion of such Net Cash Excess Proceeds that are subject to is not allocated toward the immediately preceding proviso are purchase of Identified Replacement Assets on or before the Identification Deadline, or if any portion of such Excess Proceeds is not so in fact reinvested within in such 180 calendar day periodIdentified Replacement Assets on or before the Reinvestment Deadline as set forth in this clause (iii), such unused portion of such Excess Proceeds shall be applied immediately at on the end last day of such period to as a mandatory prepayment as provided in the 364-Day Tranche Loans. first sentence of this clause (iii). (iv) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.06(c), (A) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (B) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrower shall subsequently determine that the actual amount was greater than the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and in any event within two (2) Business Days of receipt) notify the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by a Responsible Officer of the receipt by Borrower demonstrating the Borrower or derivation of the additional amount resulting in such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If at any time the sum of the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the Maximum Amount less the Reserves as then in effect, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. (ii) No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds arising from of any Debt IssuanceDisposition (other than Excluded Disposition Proceeds), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) Obligations in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% the Net Cash Proceeds of such Disposition; provided, however, that so long as (a) no Default or Event of Default has occurred and is continuing, (b) the Net Cash Proceeds of all Dispositions (other than Excluded Disposition Proceeds) from the first day of the then current Fiscal Year through the applicable date of determination do not exceed $1,000,000 in the aggregate for all Credit Parties combined and (c) the applicable Credit Party shall have delivered to Agent written notice on or prior to the fifth Business Day after such Disposition (if such Disposition is a Condemnation) or on or prior to the third Business Day prior to the consummation of such Disposition (if such Disposition is not a Condemnation) of its election to allocate all or a portion of the Net Cash Proceeds of such Disposition to reinvest in capital assets used or to be used in the businesses of the Credit Parties of the type engaged in by the Credit Parties as of the Closing Date or businesses reasonably related thereto (a “Reinvestment Transaction”), the applicable Credit Party may apply all or a portion of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or to such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries Reinvestment Transaction within 180 calendar days of receipt thereoffollowing such Disposition; provided, further, that if (1) any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are Borrower does not so reinvested within elect in such 180 calendar day period, written notice to allocate to such unused portion Reinvestment Transaction shall be applied immediately at to prepay the end of such period to Loans in accordance with this Section 1.3(b)(ii) no later than the 364-Business Day Tranche Loans. The Borrower shall promptly (and in any event within two following receipt thereof by Agent; (2) Business Days until such Reinvestment Transaction is consummated, the amount of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or allocated to such Reinvestment Transaction shall either be (x) deposited in a cash collateral account held by Agent or (y) applied to reduce the effectiveness outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application to the Revolving Loan Agent shall establish a Reserve against the Borrowing Availability in an amount equal to the amount of such definitive documentationproceeds so applied; (3) Borrower may request a Revolving Credit Advance or release from such cash collateral account, as applicable, to fund such Reinvestment Transaction and so long as the conditions in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from such cash collateral account to fund such Reinvestment Transaction; (4) in the event such Net Cash Proceeds have been applied against the Revolving Loan, the Reserve established with respect to such Net Cash Proceeds shall be reduced by the amount of such Revolving Credit Advance; and (5) if such Reinvestment Transaction is not consummated within 180 days following such Disposition or to the extent any portion of such Net Cash Proceeds allocated to such Reinvestment Transaction are not applied to such Reinvestment Transaction within 180 days following such Disposition, (A) such Net Cash Proceeds then held in such account shall immediately be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) and (B) any Reserve allocated to such Reinvestment Transaction shall be immediately utilized through the borrowing by Borrower of a Revolving Credit Advance, the proceeds of which shall be applied to the prepayment of the Loans in accordance with this Section 1.3(b)(ii). (iii) No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds of any Debt Issuance (other than Excluded Debt Issuance Proceeds) or any Stock Issuance (other than Excluded Stock Issuance Proceeds), Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Debt Issuance referred to in clause (c) or (d) of the definition of Excluded Debt Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Debt Issuance that have not been applied as provided in subclause (i) or (ii) of such clause (c) or (d), as applicable. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Stock Issuance referred to in clause (c) of the definition of Excluded Stock Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Stock Issuance that have not been applied as provided in subclauses (i), (ii), (iii) or (iv) of such clause (c). (iv) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash interest on one or more series or issues of IDS Subordinated Notes is then prohibited pursuant to Section 6.14 (such one or more series or issues of IDS Subordinated Notes, the “Subject IDS Subordinated Notes”), Borrower shall prepay the Obligations in an aggregate amount equal to the lesser of: (A) 100% of the amount of (I) Distributable Cash as of such IDS Payment Date minus (II) the aggregate amount of cash dividends paid by Borrower on its common stock and cash interest payments made by Borrower on the Subordinated Debt in accordance with Sections 6.14(e) and (f) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date, and (B) 60% of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to and including such IDS Payment Date from the immediately preceding IDS Payment Date which is attributable to such Subject IDS Subordinated Notes. (v) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash dividends on Borrower’s Class A common stock is then prohibited pursuant to Section 6.14, Borrower shall prepay the Obligations in an aggregate amount equal to: (A) 75% of the amount of Excess Cash as of such IDS Payment Date, minus (B) the sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class A common stock in accordance with Section 6.14(e) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date and (2) the amount, if any, of any mandatory prepayment of the Loans on such IDS Payment Date pursuant to Section 1.3(b)(iv). (vi) Borrower shall prepay the Obligations from insurance and condemnation proceeds in accordance with Section 5.4(c) and the Administrative Mortgages, respectively. The Agent will promptly notify shall give prompt notice to each Lender of its receipt the amount of each such notice. All prepayments of Borrowings mandatory prepayment made by Borrower under this Section 2.12 1.3(b). Notwithstanding the foregoing, if the amount of any mandatory prepayment made by Borrower under this Section 1.3(b) (other than Section 1.3(b)(i)) shall be subject for less than all of the Term Loan (a “Mandatory Partial Term Prepayment” and the amount thereof the “Mandatory Partial Term Prepayment Amount”), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent promptly following such Lender’s receipt of notice thereof pursuant to the preceding sentence, to decline to receive its ratable share of such Mandatory Partial Term Prepayment Amount, in which case the Mandatory Partial Term Prepayment Amount shall be applied to the Term Loan pursuant to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on 1.11(a) for the principal amount to be prepaid to but excluding the date ratable benefit of paymenteach Term Lender that did not decline such prepayment.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (a) Asset Sales, Hedge Receipts and Casualty Events. (i) receives any Other than with respect to Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on Proceeds attributable to an Asset Sale permitted by Section 9.11(a) or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilitySection 9.11(c), then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereofthat the aggregate Cash consideration in respect of any Asset Sale(s), Hedge Termination(s) and/or Casualty Event(s) is equal to or in excess of $1,000,000 in any transaction or series of related transactions or $1,500,000 in the aggregate during the term of this Agreement, the Issuer will (iat its option) apply such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds (or, in the case of clause (C) elect to apply such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds) to one or more of the following options within 10 days from the later of the date of such Asset Sale(s), Hedge Termination(s) and/or Casualty Event or the receipt of such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds: (A) to prepay Loans (as defined in the First Lien Credit Agreement or any Debt Issuancefunctionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement); provided that in connection with any such prepayment of Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, Equity Issuance the Issuer will cause the related maximum aggregate credit amount, Borrowing Base, and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, to be permanently reduced by an amount equal to the principal amount so retired (for the avoidance of doubt and notwithstanding anything herein to the contrary, these provisions will not prohibit the Issuer and the Note Parties from increasing the maximum aggregate credit amounts, Borrowing Base and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement at a later date); provided, further, that nothing will restrict the Issuer from temporarily prepaying Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement pending application of such amounts pursuant to this Section 3.04(a)(i); (B) to offer to prepay the Notes outstanding under this Agreement in accordance with Section 3.04(a)(ii); (C) so long as no Event of Default has occurred or is continuing at any time from the date of election to the date of reinvestment, to elect to invest in Oil and Gas Properties (including drilling and completion costs of existing Oil and Gas Properties) and make such investments, in each case, to the extent permitted under Section 9.05(k), within 180 days from the later of the date of such Asset SaleSale(s), Hedge Termination(s) and/or Casualty Event or the receipt of such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds; provided that (1) Net Asset Sale Proceeds, Hedge Receipts and Net Insurance/Condemnation Proceeds attributable to Collateral may only be invested in assets that are or will become Collateral and any such assets with a fair market value in excess of $2,000,000 must become Collateral concurrently with the acquisition thereof, (2) until such time as the Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds are so reinvested, such amounts shall be maintained in a deposit account subject to an Account Control Agreement or used to temporarily prepay Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, and (3) promptly following any determination by the Issuer of an election to invest Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds pursuant to this Section 3.04(a)(i)(C), the Issuer shall, (x) prior to the initial reinvestment using such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds and (y) at the time of such reinvestment, deliver to the Agent (for delivery to the Holders) a certificate of a Responsible Officer of the Issuer specifying that the Issuer intends to reinvest such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds and, in each case, certifying that such reinvestment is otherwise permitted under Section 9.05(k); and/or (D) to elect to redeem (concurrently with the delivery of the applicable notice by RRI with respect to its Series B Redeemable Preferred Stock) all or a portion of the Issuer Series B Preferred Units and substantially contemporaneously therewith an equivalent amount of Series B Redeemable Preferred Stock of RRI in accordance with the RRI Certificate of Designations no later than twenty-five (25) days after such election if, and only if, at such time the Series B Redeemable Preferred Stock of RRI is owned in whole or in part by EIG. (ii) Any Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds from Asset Sale(s), Hedge Termination(s) and/or Casualty Event that are not applied or invested as required by Section 3.04(a)(i) will be deemed to constitute “Excess Proceeds”. On or before, (x) the 10th day referenced in Section 3.04(a)(i), in the case of Section 3.04(a)(i)(A), 3.04(a)(i)(B) and 3.04(a)(i)(D), and (y) the 180th day in the case of Section 3.04(a)(i)(C), if the Issuer has not earlier made an offer to prepay under Section 3.04(a)(i)(B), the Issuer shall make an offer (a “Specified Offer”) in accordance with Sections 3.04(d) and 3.04(e) to all the Holders to prepay the maximum principal amount of Notes that may be prepaid out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an principal amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Notes plus other than on account of a prepayment with Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inInsurance/Condemnation Proceeds, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364Make-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds Whole Amount and/or the effectiveness of such definitive documentationRepayment Fee, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by plus accrued and unpaid interest on to the date of purchase, in accordance with the procedures established by the Agent for such offer. To the extent that the aggregate amount of Notes so validly offered for prepayment or tendered and not properly withdrawn pursuant to a Specified Offer in accordance with Section 3.04(e) is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for working capital and general corporate purposes and to repay any other Debt, subject to the other covenants contained in this Agreement. If the aggregate principal amount of Notes offered for prepayment or surrendered by the Holders, collectively, exceeds the amount of Excess Proceeds, the Agent shall select the Notes to be prepaid to but excluding or purchased on a pro rata basis based on the date aggregate principal amount of paymenttendered Notes. Upon completion of the Specified Offer, the amount of Excess Proceeds will be reset at zero. The Issuer shall make each offer for prepayment under this Section 3.04 in accordance with Section 3.04(d) and Section 3.06. (b) [Reserved].

Mandatory Prepayments. The Borrowers shall prepay the Term Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event that of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the Borrower amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (i180) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or days after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% receipt of such Net Cash Proceeds not later than two Business Days following Proceeds, the receipt by Obligors may apply the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) of any casualty policy up to, but not exceeding $4,000,000 for all losses in the case aggregate during the term of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to this Agreement toward the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofdestroyed or damaged property; provided, further, that if any portion such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds that are subject (or if committed to the immediately preceding proviso are not so be reinvested within such 180 calendar 180-day period, such unused portion shall be applied immediately at no later than ninety (90) days after the end of such period to 180-day period), the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any Obligors may use such Net Cash Proceeds and/or up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the effectiveness of aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such definitive documentationpurchased, as applicablereplaced, and repaired or restored property shall be Collateral in which the Administrative Agent will promptly notify each Lender for the benefit of its receipt the Lenders has been granted a security interest under the Security Documents. For the avoidance of each such notice. All prepayments of Borrowings under doubt, any prepayment made pursuant to this Section 2.12 3.03(b)(iii) shall not be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount deemed to be prepaid a consent to but excluding any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the date express consent of paymentthe Majority Lenders.

Mandatory Prepayments. In the event that the Borrower (a) If, due to exchange rate fluctuations or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityreason whatsoever, the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Revolving Lenders outstanding shall, at any time, exceed 105% of the aggregate amount of the Tranche 1 Revolving Commitments in effect at such time, (the amount of such excess, an “Excess Amount”), then within three Business Days of written notice from the Borrower Administrative Agent, the Borrowers shall first, prepay the outstanding 364-Day Tranche 1 Revolving Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, and/or Swingline Loans in an amount equal to 100% of so as to, as nearly as possible, eliminate such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower Excess Amount; and second, if any Excess Amount shall remain after such prepayment, provide cash collateral or such Subsidiary of such Net other security on Cash Proceeds and (ii) Equivalents as the Administrative Agent may require in the case of any Qualifying Term Loan FacilityUS Dollars, Euros or Canadian Dollars in an amount equal to the commitments remaining Excess Amount, which collateral shall secure all Obligations outstanding and shall remain in the Administrative Agent’s possession until such Excess Amount is eliminated whereupon the collateral shall be released by the Administrative Agent to the Borrowers. Notwithstanding any other provision of this Agreement, including any provision contemplating a continuation or conversion, whenever an Excess Amount exists, (A) upon the last day of the Contract Period of any Bankers’ Acceptance, the relevant Borrower shall repay the Bankers’ Acceptance, or (B) upon the last day of the Interest Period in respect of such Qualifying Term a Eurodollar Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, or EURIBOR Loan that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inis a Revolving Loan, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The relevant Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify repay the Administrative Agent of the receipt by the Borrower Eurodollar Loan or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationEURIBOR Loan, as applicable, in each case to the extent necessary to cover the Excess Amount and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings any repayments under this Section 2.12 clauses (A) and (B) shall be subject to applied in reduction of the Excess Amount. (b) Each prepayment of the Loans under Section 2.172.10 (except in the case of Revolving Loans that are ABR Loans, but shall otherwise be without premium US Base Rate Loans or penalty, Canadian Prime Rate Loans and Swingline Loans) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid. (c) Notwithstanding the foregoing provisions of this Section 2.10 and subject to Section 3.5 with respect to Letters of Credit, if at any time any prepayment of the Loans pursuant to paragraph (a) of this Section 2.10 would result, after giving effect to the procedures set forth in this Agreement, in a Borrower being required to indemnify for breakage costs under Section 2.19 as a result of Eurodollar Loans or EURIBOR Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, such Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans or EURIBOR Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans or EURIBOR Loans not immediately prepaid) to be held as security for the obligations of such Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans or EURIBOR Loans (or such earlier date or dates as shall be requested by such Borrower); provided that such unpaid Eurodollar Loans or EURIBOR Loans shall continue to bear interest in accordance with Section 2.11 until such unpaid Eurodollar Loans or EURIBOR Loans or the related portion of such Eurodollar Loans or such EURIBOR Loans, as the case may be, have or has been prepaid.

Mandatory Prepayments. In (a) If at any time the event that aggregate outstanding principal amount of Revolving Credit Exposure exceeds the Borrowing Limit, the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.14. Each prepayment of a Borrowing shall be applied ratably to the Swingline Loans, to the full extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and then to Revolving Eurodollar Loans to the full extent thereof. (b) If at any time the aggregate outstanding principal amount of Revolving Loans exceeds the Aggregate Revolving Commitments the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment of a Borrowing shall be applied ratably to the Swingline Loans, to the full extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and then to Revolving Eurodollar Loans to the full extent thereof. (c) Immediately upon receipt by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of proceeds of any Debt Issuance, Equity Issuance sale or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt disposition by the Borrower or such Subsidiary of such Net Cash Proceeds and any of its assets (excluding (i) sales of inventory in the ordinary course of business, (ii) in the case sales of any Qualifying Term Loan Facilityobsolete equipment, in an amount equal to the commitments in respect and (iii) so long as no Event of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedDefault has occurred and is continuing, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair (A) sales of assets to be used in, the business proceeds of any which are invested into the businesses of the Borrower and its Subsidiaries within 180 calendar days after such assets are sold, (B) sale or other disposition of (x) the distribution software business unit of the Borrower and its Subsidiaries located in Arizona to the extent such sale occurs no later than December 31, 2003 and (y) the operations of Symix France, S.A., including without limitation the Tolas product line to the extent such sale occurs no later than December 31, 2003, and (C) sales of other assets of the Borrower or any of its Subsidiaries with an aggregate book value not to exceed $500,000 in any Fiscal Year) the Borrower shall prepay the Loans in an amount equal to all such proceeds, net of commissions, reasonable estimate for taxes due in connection therewith and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, paid to non-Affiliates). (d) If the Borrower or any of its Subsidiaries incurs any Indebtedness or issues any equity securities (other than (i) Indebtedness permitted under Section 7.1, (ii) equity securities issued by a Subsidiary of the Borrower to the Borrower or another Subsidiary, (iii) equity securities issued in respect of warrants, stock options granted in connection with employee stock option plans and stock issued pursuant to employee stock purchase plans approved by the Borrower’s board of directors and (iv) stock issued in connection with any acquisitions permitted under Section 7.4), then no later than the Business Day following the date of receipt of the proceeds thereof; provided, furtherBorrower shall prepay the Loans in an amount equal to all such proceeds, that if any portion net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. (e) The Borrower shall, concurrently with the delivery of the financial information required under Section 5.1(a) with respect to each Fiscal Year (but in no event laterthan the date such Net information is required to be delivered) commencing with the delivery of the financial information with respect to Fiscal Year 2003, make a mandatory prepayment of the outstanding principal amount of the Loans in an amount equal to fifty percent (50%) of Excess Cash Proceeds that are subject Flow for such Fiscal Year. (f) Any prepayments made by the Borrower pursuant to the immediately preceding proviso are not so reinvested within such 180 calendar day periodSections 2.13(c), such unused portion (d) or (e) above shall be applied immediately at as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the end Loan 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 Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such period Fees and expenses; third, to interest then due and payable on the Loans made to Borrower, pro rata to the 364-Day Tranche Lenders based on their respective Pro Rata Shares of such Loans; and fourth, to the principal installments of the Term A Loans in inverse order of maturity, pro rata to the Lenders based on their Pro Rata Shares of the Term A Loans. The Borrower If a Default or Event of Default has occurred and is continuing, the remaining proceeds shall promptly (and in any event within two (2) Business Days of receipt) notify be applied: fifth to the Administrative Agent principal balance of the receipt Swingline Loans, to the Swingline Lender; sixth, to the principal balance of the Revolving Loans, pro rata to the Lenders based on their Pro Rata Shares of the Revolving Loans; and seventh to provide cash collateral for any outstanding LC Exposure in the manner and to the extent set forth in Section 2.23(g). The Revolving Commitments of the Lenders shall be permanently reduced by the Borrower or such Subsidiary amount of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationprepayments made pursuant to clauses fifth, as applicable, sixth and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentseventh above.

Mandatory Prepayments. In (i) Within five (5) Business Days of the event receipt of Net Cash Proceeds from the occurrence of any one or more Casualty Events or Specified Asset Sales, in either case, in excess of $1,000,000 in the aggregate per annum, the Borrower shall cause an amount equal to one hundred percent (100%) of such Net Cash Proceeds to be applied to (i) the prepayment of the outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable), with such amount of Net Cash Proceeds being allocated to such prepayment and payments such that the full amount of the principal amount of the Loans being prepaid, together with any accrued and unpaid interest thereon, the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable) payable hereunder shall be paid in full with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Agent a notice to the effect that the Borrower intends to reinvest the Net Cash Proceeds from such Casualty Event or any Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or to the cost of purchasing or constructing other assets useful in the business of the Borrower or its Subsidiaries or in connection with a Permitted Acquisition or other similar Investment permitted hereunder, then such Net Cash Proceeds of such Casualty Event or Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Specified Asset Sale are actually applied for such purpose; provided that, in the event such Net Cash Proceeds have not been so applied within three hundred sixty (360) days following the occurrence of such Casualty Event or Specified Asset Sale, the Borrower shall cause one hundred percent (100%) of the unused balance of such Net Cash Proceeds to be applied to (i) receives any the prepayment of the outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable), with such amount of Net Cash Proceeds arising from being allocated to such prepayment and payments such that the full amount of the principal amount of the Loans being prepaid, together with any Debt Issuanceaccrued and unpaid interest thereon, Equity Issuance or Asset Sale consummated on or after the Effective Date or Early Prepayment (if applicable), the Exit Fee and the Buyout Amount (if applicable) payable hereunder shall be paid in full with such unused balance of Net Cash Proceeds. (ii) enters into definitive documentation for Within three (3) Business Days of the receipt of Net Cash Proceeds from any Qualifying Term Loan FacilityPermitted Convertible Indebtedness, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in cause an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to (i) the prepayment of the outstanding principal amount of the Loans to the extent necessary so that the outstanding principal amount, after giving effect to such Net Cash Proceeds are reinvested inprepayment, or applied to does not exceed $50,000,000, (ii) the replacement or repair payment of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable), with such amount of Net Cash Proceeds being allocated to such prepayment and payments such that the full amount of the principal amount to of the Loans being prepaid, together with any accrued and unpaid interest thereon, the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable) payable hereunder shall be prepaid to but excluding the date of paymentpaid in full with such Net Cash Proceeds.

Mandatory Prepayments. In (a) If at any time the event that aggregate Total Outstandings of the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceLenders exceed the Commitments then in effect, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityIssuer shall immediately prepay outstanding Loans, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (repay unreimbursed Drawings, if any, and repay unreimbursed Standby L/C Drawings, if any, to the extent thereofof such excess, ratably among the Lenders. (b) Upon determination that a Non-Default Disruption Event has ceased to exist and any Loans are then outstanding, the Issuer shall, as provided in Sections 2.07(d) or (e), either repay such Loans with its own funds or, if the Termination Date has not already occurred, instruct the Depositary and the Dealers to recommence issuing Commercial Paper Notes as soon as practicable (i) provided, that, in the case of any Debt IssuanceEurodollar Loans, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds the Issuer shall recommence issuing Commercial Paper Notes not later than two Business Days following the receipt by last day of the Borrower or such Subsidiary then current Interest Period therefor) and apply the Aggregate Reported Proceeds of such Net Cash Proceeds and (ii) in issuance to repay such Loans. For so long as any Loans are outstanding hereunder, the case Issuer shall prepay or repay, on each date that the Issuer issues Commercial Paper Notes, an aggregate principal amount of any Qualifying Term Loan Facility, in an amount Loans equal to the commitments in respect Aggregate Reported Proceeds of issuance of such Qualifying Term Loan Facility immediately upon effectiveness Commercial Paper Notes less the Face Amount of the definitive documentation in respect thereof; providedCommercial Paper Notes, if any, maturing on that any date. All such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, prepayments or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion repayments shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by made together with accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (c) Amounts applied to the prepayment or repayment of Loans pursuant to this Section 3.10 shall be applied to prepay or repay the Loans of the Lenders ratably in accordance with their Participation Percentages. Amounts so applied to the prepayment or repayment of Loans shall be applied first, if the payment date is the last day of an Interest Period for any Loans, to pay such Loans until paid in full; and second to pay such other Loans as the Issuer may, by notice to the Administrative Agent, elect (or if the Issuer fails to give timely notice of such election, as the Required Lenders at such time may select). (d) Any prepayments of Eurodollar Loans pursuant to this Section 3.10 shall be subject to the provisions of Section 5.07.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If, after giving effect to any Net Cash Proceeds arising from termination or reduction of the Commitments pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any Debt Issuanceexcess remains after prepaying all of the Borrowings as a result of an LC Exposure, Equity Issuance or Asset Sale consummated 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 2.07(j). (ii) On each date on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then upon which the Borrower shall prepay the outstanding 364-Day Tranche Loans (or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to the extent thereofSection 9.11(i), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Sale Proceeds not later than two Business Days following the receipt therefrom shall be applied by the Borrower or on such Subsidiary of such Net Cash Proceeds and (ii) date as a mandatory repayment in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofaccordance with Section 3.04(b)(iv); provided, however, that any such Net Cash Sale Proceeds with respect to any Asset Sale shall not be required to be so applied to the extent on such date so long as no Event of Default then exists and such Net Cash Sale Proceeds are reinvested in, shall be used to purchase Property (other than inventory and working capital) used or applied to the replacement or repair of assets to be used in, in the business of any of the Borrower and its Subsidiaries businesses permitted pursuant to Section 9.06 within 180 calendar days following the date of receipt thereof; such Asset Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(ii) without regard to the preceding proviso. (iii) On each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(iv); provided, however, that so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds shall be used to replace or restore any Property in respect of which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, and provided, further, that if all or any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested used within 180 days after the date of the receipt of such 180 calendar day periodNet Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such unused remaining portion shall be applied immediately at on the end last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the 364-Day Tranche Loansproviso or the immediately preceding proviso. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. The Borrower Each prepayment pursuant to Section 3.04(b)(i) shall promptly (and in be applied to any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, outstanding Borrowings and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeLC Exposure as described in Section 3.04(b)(i). All prepayments of Borrowings under this Section 2.12 shall be subject Prepayments pursuant to Section 2.17, but shall otherwise be without premium or penalty, and 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings of then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and unpaid if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) If the Borrower is required to make a mandatory prepayment of Eurodollar Borrowings under this Section 3.04, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the principal account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be prepaid to but excluding made with the date of paymentdeposited amounts may not be reduced.

Mandatory Prepayments. In the event that (i) If the Borrower or any of its Subsidiaries Guarantor Transfers Oil and Gas Properties (ior any Equity Interests in any Guarantor owning such Oil and Gas Properties) receives or terminates any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilitySwap Agreement, then the Borrower shall either prepay the outstanding 364-Day Tranche Loans (to together with interest on the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Saleamount so prepaid, in an amount equal to 100% of the Net Cash Proceeds of all such Transfers and terminations of Swap Agreements or notify the Administrative Agent that it intends to reinvests such Net Cash Proceeds, each within five (5) Business Days after such Transfer; provided that if the Borrower notifies the Administrative Agent that it plans to reinvest such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties, then it shall do so within ninety (90) days after the date of such Transfer (which 90 day period may be extended by an additional 90 days if the Borrower has entered within such 90 day period into a letter of intent or other binding agreement to acquire additional Oil and Gas Properties); provided further, that (I) such reinvestments do not exceed $20,000,000 in the aggregate during the term of this Agreement and (II) the PDP Coverage Ratio giving pro forma effect to such Transfer and reinvestment exceeds 1.85; if the Borrower fails to make such reinvestment in such period, it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds not later than two within five (5) Business Days following after the receipt by expiration of such period. This Section 3.04(b)(i) shall not apply to Transfers permitted pursuant to Section 9.12(m). (ii) If the Borrower or such Subsidiary any Guarantor issues any Debt for borrowed money not permitted hereunder then the Borrower shall (A) prepay the Loans in amount equal to 100% of such the Net Cash Proceeds of such issuance within five (5) Business Days after such issuance and (iiB) in the case of if any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness excess remains after prepaying all of the definitive documentation Loans as a result of an LC Exposure, Cash Collateralize such excess as provided in respect thereof; provided, that Section 2.06(j). (iii) If the Borrower issues any such Net Cash Proceeds Equity Interests (other than in connection with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, stock option plans or applied to the replacement other benefit plans for management or repair of assets to be used in, the business of any employees of the Borrower and its Subsidiaries or in connection with a Debt Equitization Event or to Redeem Series A Preferred Stock in compliance with Section 9.04(a) or Second Lien Notes or Unsecured Senior Notes in compliance with Section 9.04(b)(i)), the Borrower shall either prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of the Net Cash Proceeds of such issuance or notify the Administrative Agent that it intends to reinvests such Net Cash Proceeds, each within 180 calendar five (5) Business Days after such issuance; provided that: (A) the Borrower shall not be required to make such prepayment if: (1) such issuance is in connection with a Debt for Equity Interest exchange; or (2) such issuance is after a Debt Equitization Event, no Default or Event of Default exists or would occur as a result thereof, the PDP Coverage Ratio after giving pro forma effect to such issuance and any related prepayments of Debt exceeds 1.85, and such proceeds are used within 90 days after such issuance to acquire or develop Oil and Gas Properties; provided if the Borrower has within such 90 day period entered into a letter of receipt thereof; providedintent or other binding agreement to acquire additional Oil and Gas Properties, furthersuch period shall be extended for an additional 90 days; (B) if the Borrower fails to acquire or develop Oil and Gas Properties within the period set forth in Section 3.04(b)(iii)(A)(2), that if any portion it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly five (and in any event within two (25) Business Days after the expiration of receiptsuch period. (iv) If the Borrower or any Guarantor receives a tax refund, insurance proceeds or other recoveries for a Casualty Event, in each case, in excess of $1,000,000 per event, but not more than $5,000,000 in the aggregate for any fiscal year (collectively “Recoveries”), then the Borrower shall either prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such excess recoveries or notify the Administrative Agent of the receipt by that it intends to invest such Recoveries, each within five (5) Business Days after such issuance; provided that: (A) if the Borrower notifies the Administrative Agent it intends to invest such Recoveries, it may invest such Recoveries in assets useful in its business as in effect on the Effective Date if such investment is made within 90 days after its receipt of such Recoveries; provided if the Borrower has within such 90 day period entered into a letter of intent or other binding agreement to acquire assets useful in its business such Subsidiary period shall be extended for an additional 90 days; (B) if the Borrower fails to invest such Recoveries within the period set forth in Section 3.04(b)(iv)(A), it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Recoveries within five (5) Business Days after the expiration of such period. (v) All mandatory payments made pursuant to this Section 3.04(b), or any refinancing, substitution or replacement of any Loans (including pursuant to any amendment or waiver of this Agreement) that effectuates a mandatory payment pursuant to this Section 3.04(b), shall be accompanied by accrued interest on the Loans at such Net Cash Proceeds and/or time and, other than with respect to those made pursuant to Section 3.04(b)(iv) and to the extent applicable, the Yield Maintenance Amount and the Call Protection Amount, all of which amounts shall be due and payable on the date of the effectiveness of such definitive documentationpayment, refinancing, substitution or replacement. (For the avoidance of doubt, the terms of this Section 3.04(b) shall apply to any payments made prior to the Maturity Date, irrespective of whether the Loans have been accelerated pursuant to Section 10.02(a) prior to the date of such payment). (vi) The Borrower shall have notified the Administrative Agent in writing (which may be by e-mail) of any mandatory prepayment or of its decision to reinvest any Net Cash Proceeds or Recoveries hereunder not later than 10:00 a.m., New York City time, one Business Day before the date a prepayment would be required. Each notice of prepayment or reinvestment shall specify the prepayment date, the principal amount of each Loan (or portion thereof) to be prepaid or the amount to be reinvested, as applicable, and the Administrative Agent will promptly notify each Lender Section, subsection or clause of its receipt of each this Agreement pursuant to which such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17prepayment or reinvestment, but shall otherwise be without premium or penaltyas applicable, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentis being made.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If any Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then U.S. Borrower shall promptly notify Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds arising from any Debt Issuanceto be received by such Loan Party or such Subsidiary in respect thereof) and, Equity Issuance promptly upon receipt by such Loan Party or Asset Sale consummated on such Subsidiary of the Net Cash Proceeds of such Disposition or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityEvent of Loss, then the U.S. Borrower shall prepay prepay, or cause to be prepaid, the outstanding 364-Day Tranche Loans Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (w) proceeds from a Disposition or Event of Loss relating to Property of a Canadian Loan Party or its Subsidiaries shall only be applied to the extent thereofObligations owing by the Canadian Loan Parties (unless and until such proceeds are distributed to a U.S. Loan Party), (ix) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of U.S. Borrower not exceeding $500,000 (or its U.S. Dollar Equivalent) in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Debt IssuanceDisposition not covered by clause (y) above, Equity Issuance so long as no Default or Asset SaleEvent of Default then exists, if U.S. Borrower states in an amount equal its notice of such event that the relevant Loan Party or Subsidiary intends to 100% reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then U.S. Borrower shall not be required to make, or cause to be made, a mandatory prepayment under this subsection in respect of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are actually reinvested inin such similar assets with such 90 day period. Promptly after the end of such 90 day period, U.S. Borrower shall notify Administrative Agent whether the relevant Loan Party or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, U.S. Borrower shall promptly prepay, or applied to the replacement or repair of assets cause to be used inprepaid, the business of any of Obligations in the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion amount of such Net Cash Proceeds that are not so reinvested. The amount of each such prepayment shall be applied, subject to clause (w) above, first to the immediately preceding proviso are not outstanding Term Loans until paid in full and then to the Revolving Credit, provided in each case that proceeds relating to Eligible Inventory and Eligible Receivables then included in the U.S. Borrowing Base or Canadian Borrowing Base shall first be applied to the relevant Revolving Credit. If Administrative Agent or the Required Lenders so reinvested within request, all proceeds of such 180 calendar day period, such unused portion Disposition or Event of Loss shall be applied immediately deposited with Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at U.S. Borrower’s direction for application to or reimbursement for the end costs of replacing, rebuilding or restoring such period to Property. (ii) If after the 364-Day Tranche Loans. The Closing Date any Loan Party or any Subsidiary of a Loan Party shall issue any Indebtedness, other than Indebtedness permitted by Section 7.1, U.S. Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the relevant Loan Party or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower relevant Loan Party or such Subsidiary of any Net Cash Proceeds of such issuance, U.S. Borrower shall prepay, or cause to be prepaid, the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt Proceeds. The amount of each such notice. All prepayments of Borrowings under this Section 2.12 prepayment shall be subject applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit (applied as between the U.S. Revolving Credit and the Canadian Revolving Credit as Administrative Agent shall determine in its discretion). U.S. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.1 or any other terms of the Loan Documents. (iii) U.S. Borrower shall, on each date the U.S. Revolving Credit Commitments are reduced pursuant to Section 2.17, but shall otherwise be without premium or penaltyprepay the U.S. Revolving Loans, Swing Loans, and, if necessary, prefund the U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, Swing Loans, and U.S. L/C Obligations then outstanding to the amount to which the U.S. Revolving Credit Commitments have been so reduced. Canadian Borrower shall, on each date the Canadian Revolving Credit Commitments are reduced pursuant to Section 2.17, prepay the Canadian Revolving Loans and, if necessary, prefund the Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans and Canadian L/C Obligations then outstanding to the amount to which the Canadian Revolving Credit Commitments have been so reduced. (iv) If at any time the sum of the unpaid principal balance of the U.S. Revolving Loans, Swing Loans, and U.S. L/C Obligations then outstanding shall be accompanied in excess of the U.S. Borrowing Base as then determined and computed, U.S. Borrower shall immediately and without notice or demand pay over the amount of the excess to Administrative Agent for the account of the U.S. Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the U.S. Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by accrued Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the U.S. Letters of Credit. If at any time the U.S. Dollar Equivalent of the sum of the unpaid principal balance of the Canadian Revolving Loans and Canadian L/C Obligations then outstanding shall be in excess of the Canadian Borrowing Base as then determined and computed (on a U.S. Dollar Equivalent basis), Canadian Borrower shall immediately and without notice or demand pay over the amount of the excess to Administrative Agent for the account of the Canadian Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Canadian Revolving Loans until paid in full with any remaining balance to be held by Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Canadian Letters of Credit. (v) If at any time the U.S. Dollar Equivalent of the sum of the unpaid interest principal balance of the Canadian Revolving Loans and Canadian L/C Obligations then outstanding shall be in excess of the Canadian Revolving Credit Commitments, Canadian Borrower shall immediately and without notice or demand pay over the amount of the excess to Administrative Agent for the account of the Canadian Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Canadian Revolving Loans until paid in full with any remaining balance to be held by Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Canadian Letters of Credit. (vi) Unless the relevant Borrower otherwise directs, prepayments of Loans under this Section 2.9(b) shall be applied first to Borrowings of Base Rate Loans (or, in case of Loans in Canadian Dollars owing by Canadian Borrower, Borrowings of Canadian Prime Rate Loans) until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.9(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to but excluding the date of paymentprepayment together with any amounts due the Lenders under Section 3.3. Each prefunding of L/C Obligations shall be made in accordance with Section 8.4.

Mandatory Prepayments. In (a) If a Casualty Occurrence shall occur, and the event that the Borrower relevant Unit or any of its Subsidiaries Units are not timely replaced pursuant to Clause Sixteenth (id) receives any Net Cash Proceeds arising from any Debt Issuancehereof, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall pay the next installment as set forth in the relevant Note and prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan FacilityLoan, in an amount equal to the commitments in respect sum of an amount equal to the product obtained by multiplying the aggregate unpaid principal outstanding at the date of such Qualifying Term Loan Facility immediately upon effectiveness prepayment for all remaining Units (after deducting therefrom the principal installment, if any, due on the date of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inprepayment) by a fraction, the business numerator of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion which shall be applied immediately at the end number of such period to Units for which the 364-Day Tranche Loans. subject Casualty Occurrence has occurred and the denominator of which shall be the total Units. (b) The Borrower shall promptly give Lender written notice of each mandatory prepayment under this Clause no later than 10:00 a.m., New York time on the date 10 (and in any event within two (2ten) Business Days before such prepayment is due. All prepayments shall be applied, pro rata, to the scheduled installments of receiptprincipal payments set forth in the respective payment schedule of each Note. (c) notify Concurrently with any partial mandatory prepayment under this Clause, the Administrative Agent of Lender agrees to cancel and deliver each Note so prepaid or partially prepaid to the receipt Borrower in exchange for new Notes issued by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or reflecting the effectiveness relevant aggregate principal amount of such definitive documentationNote then due, as applicable, after giving effect to the applicable partial prepayment and the Administrative Agent will promptly notify each Lender of its receipt new payment schedule of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentNote.

Mandatory Prepayments. In the event that any Asset Sale (including any cash payment of any true-up amount) in connection with any asset swap involving assets or property of the Borrower or any of its Subsidiaries (“Sold Swap Assets”) exchanged for assets or property of a Person that is not an Affiliate of the Borrower (the “Seller”, and such assets or property, “Purchased Swap Assets”); provided, however, that (i) receives the aggregate amount of EBITDA of the Borrower on a Consolidated basis attributable to the Sold Swap Assets subject to any Net Cash Proceeds arising from any Debt Issuancesuch asset swap transaction or series of related transactions (“Attributable EBITDA”) for the most recently ended Fiscal Year plus the aggregate amount of Attributable EBITDA of all Sold Swap Assets previously disposed pursuant to this clause (h) (in each case, Equity Issuance or Asset Sale consummated measured at the time of such previous disposition) shall not exceed 20% of the EBITDA of the Borrower on or after a Consolidated basis for the Effective Date or most recently ended Fiscal Year; (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower aggregate amount of EBITDA attributable to Purchased Swap Assets (calculated based on the Seller’s EBITDA after giving effect to Permitted Pro Forma Adjustments) shall prepay equal or exceed the outstanding 364-Day Tranche Loans Attributable EBITDA of the Sold Swap Assets; (to iii) each such asset swap transaction shall be on arm’s length basis with the extent thereof), Seller; (iiv) in the case no Default of any Debt Issuance, Equity Issuance Event of Default shall have occurred or Asset Sale, in be continuing or would result therefrom; (v) an amount equal to 100% of such all Net Cash Proceeds not later than two Business Days following the receipt received by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if (including any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364cash true-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt up amounts received by the Borrower or such Subsidiary any Subsidiary) in connection therewith is applied to the payment of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and Obligations to the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this extent required by Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.2.9 (

Mandatory Prepayments. In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of its Subsidiaries (i) the Consolidated Group actually receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.7(b) above) or Asset Sale consummated on or Sale, in each case which Net Cash Proceeds are received after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityInitial Funding Date, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, Advances in an amount equal to 100% of such Net Cash Proceeds not later than two Business three Banking Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche LoansProceeds. The Borrower shall promptly (and in any event within two (2) Business Days not later than the date of receiptreceipt thereof) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary or, as applicable, any other member of any the Consolidated Group, of such Net Cash Proceeds and/or the effectiveness of such definitive documentationfrom any Equity Issuance, as applicableDebt Issuance or Asset Sale, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 notice shall be subject to Section 2.17, but accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall otherwise be without premium or penalty, applied ratably and shall be accompanied by accrued interest and unpaid interest fees on the principal amount to be prepaid to but excluding the date fixed for prepayment, plus, in the case of paymentany Term Rate Advances, any amounts due to the Banks under Section 3.6(c). Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith (which determination shall be conclusive) that repatriation to the Borrower of such Net Cash Proceeds (x) would have adverse tax consequences (and, in the case of Debt Issuances, such adverse tax consequences are material), (y) would be prohibited, delayed or restricted under applicable local law or (z) would violate the applicable organizational documents of such Subsidiary.

Mandatory Prepayments. In (a) Until the event that Rollover Date, if the Borrower or any of its Subsidiaries (i) Subsidiary receives any Net Cash Proceeds arising from any Debt IssuanceAsset Sale, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall offer to prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two (in the case of an Asset Sale by a Foreign Subsidiary, net of additional taxes payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) or reserved against as a result thereof) in accordance with Section 2.10(b)(v) on or prior to the date which is ten (10) Business Days following after the date of the realization or receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (iiProceeds; provided that no such offer to make a prepayment shall be required pursuant to this Section 2.10(b)(i)(A) in the case of any Qualifying Term Loan Facility, in an amount equal with respect to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds that the Borrower shall reinvest in accordance with Section 2.10(b)(i)(B). (b) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale shall not be required to be applied to Sale, at the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any option of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for the Borrower’s or a Subsidiary’s business within twelve (12) months following receipt of such Net Cash Proceeds; provided that are subject to the immediately preceding proviso any such Net Cash Proceeds that are not so reinvested within such 180 calendar day period, such unused portion the applicable time period set forth above shall be applied immediately at as set forth in Section 2.10(b)(i)(A) within five (5) Business Days after the end of the applicable time period set forth above. (ii) If a Change in Control occurs, the Borrower shall offer to prepay all Loans within 30 days following the date of such period to the 364-Day Tranche Loans. Change in Control. (iii) The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clause (i) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment and or any prepayment pursuant to clause (iii) of this Section 2.10(c) at least ten (10) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness amount of such definitive documentation, as applicable, and the prepayment. The Administrative Agent will promptly notify each Lender of its the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment. (iv) Notwithstanding any other provisions of this Section 2.10(b) to the contrary, to the extent that any or all the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.10(b)(i) (a “Foreign Disposition”) are 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 offer to repay Loans at the times provided in this Section 2.10(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable Law will not permit or delays 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 Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.10(b) to the extent provided herein; provided, however, that to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date 12 months following the date of receipt of each such notice. All Net Cash Proceeds, (x) the Borrower shall apply an amount equal to such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had been received by the Borrower rather than such Foreign Subsidiary, less the amount of Borrowings under additional taxes that would have been payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) or reserved against if such Net Cash Proceeds had been repatriated or (y) such Net Cash Proceeds shall be applied to the repayment of Indebtedness of a Foreign Subsidiary. (v) Each prepayment of Loans pursuant to this Section 2.12 2.10(b) shall be subject offered to the Lenders on a pro rata basis pursuant to procedures satisfactory to the Administrative Agent (it being understood that any Lender may decline to participate in any such prepayment). (vi) Any prepayment of Loans pursuant to this Section 2.17, but shall otherwise be without premium or penalty, and 2.10(b) shall be accompanied by (i) accrued interest to the extent required by Section 2.12, (ii) break funding payments to the extent required by Section 2.15 and unpaid interest on (iii) in the case of a prepayment pursuant to Section 2.10(b)(ii) following the occurrence of a Demand Failure Event, a premium equal to 1% of the principal amount to be prepaid to but excluding of the date of paymentLoans prepaid.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (Subject to the extent thereof)proviso below, (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied except to the extent such Net Cash Proceeds are reinvested inhave been used to prepay the obligations under the Parent Credit Agreement, or applied upon the occurrence of any Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the replacement sum of (x) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or repair any other Obligor as a result of such Casualty Event, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets to be used in, useful in the business of any Parent or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by the Borrower or any other Obligor as a result of such Casualty Event, and its Subsidiaries within 180 calendar days (B) any accrued but unpaid interest on such principal amount of receipt thereof; the Term Loan being prepaid, provided, further, that if any portion of such Net Cash Proceeds to the extent that are the property subject to the immediately preceding proviso are not so reinvested within Casualty Event is Collateral, then any such 180 calendar day periodacquired, such unused portion replaced, repaired, purchased or constructed property shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and Collateral in any event within two (2) Business Days of receipt) notify which the Administrative Agent Agent, for the benefit of the receipt by Lenders, has been granted a security interest under the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentSecurity Documents.

Mandatory Prepayments. In If on any date (after giving effect to any other repayments or prepayments on such date) the event that the Borrower or any sum of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or aggregate outstanding principal amount of Revolving Loans and Swingline Loans plus (ii) enters into definitive documentation for any Qualifying Term Loan Facilitythe aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Commitment as then in effect, then the Borrower shall prepay the outstanding 364-Day Tranche repay on such date that principal amount of Swingline Loans (to the extent thereof)and, (i) after Swingline Loans have been paid in the case of any Debt Issuancefull, Equity Issuance or Asset SaleUnpaid Drawings and, after Unpaid Drawings have been paid in full, Revolving Loans, in an aggregate amount equal to 100% such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans, Unpaid Drawings and Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Commitment as then in effect (any such Net Cash Proceeds not later than two Business Days following the receipt by excess, a “Total Revolving Commitment Excess Amount”), the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal shall pay to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or an amount in cash and/or Cash Equivalents equal to such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicableTotal Revolving Commitment Excess Amount, and the Administrative Agent will promptly notify each Lender shall hold such payment as security for the obligations of its receipt the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower, until the proceeds are applied to the Obligations, and which shall provide that a portion of each the balance, if any, held in a cash collateral account established under such notice. All prepayments of Borrowings under this Section 2.12 cash collateral agreement equal to the amount by which such balance exceeds the Total Revolving Commitment Excess Amount from time to time, shall be subject released to Section 2.17the Borrower, but provided that (x) as a result of such release, a mandatory prepayment shall otherwise not be without premium or penaltyrequired under the first sentence of this paragraph unless such prepayment is made concurrently with such release, and (y) immediately after giving effect thereto, no Default or Event of Default shall have occurred or be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentcontinuing or would result from such release.

Mandatory Prepayments. The Borrower shall provide written notice to the Agent by 1:00 p.m. (New York time) one Business Day prior to any mandatory prepayment hereunder. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the event Loans shall be subject to mandatory prepayment as follows: (i) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Asset Dispositions permitted by Section 8.5(l) or Casualty Events within three (3) Business Days of the receipt of such Net Cash Proceeds by such Person; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower to the extent such Loan Party or such Subsidiary reinvests, within twelve (12) months of receipt of such Net Cash Proceeds, all or any portion of such Net Cash Proceeds in assets used in the business of the Loan Parties and their Subsidiaries; provided that if, prior to the expiration of such twelve (12) month period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the date that is six (6) months after the expiration of such twelve (12) month period, such twelve (12) month period shall be extended to an eighteen (18) month period; provided further, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the aggregate Net Cash Proceeds received in any calendar year from Asset Dispositions and Casualty Events is less than $5,000,000 (which amount shall be increased by any unused portion of such $5,000,000 exclusion from the immediately preceding year), (i) Immediately upon the receipt by the Borrower or any Material Subsidiary of its Subsidiaries (i) receives any the Net Cash Proceeds arising from of any Prohibited Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an aggregate amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and Proceeds. (ii) in the case of any Qualifying Term Loan Facility, in an entire outstanding principal amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedLoans, that any such Net Cash Proceeds together with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest thereon and all fees and Lender Group Expenses payable by Borrower hereunder, shall become due and payable on the principal amount to be prepaid to but excluding the date of paymentTermination Date.

Mandatory Prepayments. (i) If the Facility Agent notifies PMI that, on any interest payment date, the sum of (A) the aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Euro then outstanding plus (B) the Equivalent in Euro (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Dollars then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, PMI and each other Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Revolving Credit Advances and Swingline Advances owing by such Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date. (ii) In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuancethere shall be a Capital Markets Financing Transaction, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower PMI shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, Term Advances in an aggregate amount equal to 10050% of the net proceeds, rounded to the nearest million (with $500,000 being rounded upward), of such Net Cash Proceeds not later than two Business Days following the receipt Capital Markets Financing Transaction received by the Borrower PMI or such received by a Subsidiary of PMI that has issued securities in such Net Cash Proceeds and Capital Markets Financing Transaction guaranteed by PMI, on the last day of the current Interest Period for such Term Advances. (iiiii) in the case The Facility Agent shall give prompt notice of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be prepayment required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 2.15(b) to the Borrowers and the Lenders. Prepayments under Section 2.15(b)(i) shall be subject allocated first to Swingline Advances, ratably among the Swingline Lenders; and any excess amount shall then be allocated to Revolving Credit Advances comprising part of the same Revolving Credit Borrowing selected by the applicable Borrower, ratably among the Revolving Credit Lenders. Prepayments under Section 2.17, but shall otherwise be without premium or penalty, and 2.15(b)(ii) shall be accompanied by accrued and unpaid interest on allocated to Term Advances ratably among the principal amount to be prepaid to but excluding the date of paymentTerm Lenders.

Mandatory Prepayments. In (a) Without limiting the event that requirements of Section 7.5 hereof regarding the consent of Majority Lenders to sales of property by Restricted Persons which are not permitted by Section 7.5, the proceeds of any sale of property (net of all reasonable costs and expenses, but excluding proceeds consisting of tangible property to be used in the business of Restricted Persons) by any Restricted Person (other than a sale of property permitted under Section 7.5 hereof) shall be placed in a collateral account under the control of Administrative Agent in a manner satisfactory to Administrative Agent immediately upon such Restricted Person's receipt of such proceeds and maintained therein for a period of ninety (90) days following the date of receipt thereof in cash (in this Section 2.7(a) referred to as the "Collateral Period"). If any consideration consists of an instrument or security, the Collateral Period shall, with respect to each amount of cash received in respect thereof, continue until ninety (90) days following such Restricted Person's receipt of such cash unless, pursuant to the following sentence, an approved investment included such cash; any cash in a collateral account may be invested in Cash Equivalents designated by Borrower. During each Collateral Period, Borrower or may propose to invest such proceeds in other property subject to the approval of Majority Lenders, and shall thereafter invest such proceeds in such property so approved by Majority Lenders. At the end of each Collateral Period or, if an investment is so proposed and approved during such Collateral Period, within one hundred-eighty (180) days after such proposed investment has been so approved by Majority Lenders, any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the such proceeds which have not been so invested by Borrower shall prepay be applied pro rata to the reduction of the outstanding 364-Day Tranche principal balance of the Term Loans (to and the extent thereof)Revolver Loans at such time, (i) in and the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt Revolver Commitment shall be reduced by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be prepayment applied to the extent such Net Cash Proceeds are reinvested inRevolver Loans. (b) If at any time the Facility Usage exceeds the Revolver Commitment (whether due to a reduction in the Revolver Commitment in accordance with this Agreement, or applied to otherwise), Borrower shall immediately upon demand prepay the replacement or repair of assets to be used in, the business of any principal of the Borrower and its Subsidiaries within 180 calendar days Revolver Loans in an amount at least equal to such excess. Each prepayment of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings principal under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and section shall be accompanied by all interest then accrued and unpaid interest on the principal amount so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be prepaid to but excluding paid under the date Loan Documents at the time of paymentsuch prepayment.

Mandatory Prepayments. In On the event that 10th day following the Borrower Company consummating any public or private offering of any Capital Stock or any other issuance of its Subsidiaries any Capital Stock or of any other Securities or any other financing or capital-raising transaction of any kind (ieach a “Subsequent Offering”) receives on any Net Cash Proceeds arising from any Debt Issuancedate other than the Maturity Date, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityCompany shall, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (subject to the extent thereof)Holder’s conversion rights set forth herein, (i) pay to the Holder in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in immediately available Dollars an amount equal to the commitments lesser of (i) 50% of the net proceeds the Company receives from such Subsequent Offering and (ii) to the extent not earlier converted, the aggregate amount of outstanding Obligations (the “Mandatory Prepayment Amount”). Notwithstanding anything in respect this Note to the contrary, in the event the Company receives any proceeds from an Equity Line of Credit, the Company shall pay to the Holder in immediately available Dollars an amount equal to 10% of the net proceeds received. The Company shall provide notice to the Holder of the closing of such Qualifying Term Loan Facility immediately upon effectiveness Subsequent Offering, including the expected gross proceeds thereof, not later than the 2nd day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the definitive documentation in respect thereofMandatory Prepayment Amount on the date of consummation of such Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Subsequent Offering; provided, that any that, if the Company does not provide such Net Cash Proceeds notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inthis Note, the business of any of Holder may refuse such payment in whole or in part and convert the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion Note in the amount of such Net Cash Proceeds that are subject payment refused and, in its sole discretion, apply such payment to the immediately preceding proviso are other outstanding Obligations, if any. This Section 2(b) is merely a requirement to redeem this Note and not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period an authorization to the 364-Day Tranche Loans. The Borrower shall promptly (and in consummate any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt Subsequent Offering otherwise prohibited by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentTransaction Documents.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If at any Net time (A) the Outstanding Amount of Revolving Obligations shall exceed the Aggregate Revolving Committed Amount or (B) the Outstanding Amount of L/C Obligations shall exceed the L/C Sublimit, the Borrower shall immediately prepay the Revolving Obligations (including Cash Proceeds arising from any Debt IssuanceCollateralizing the L/C Obligations) in an amount equal to such excess; provided, Equity Issuance or Asset Sale consummated on or after however, that, except with respect to clause (ii), L/C Obligations will not be Cash Collateralized hereunder until the Effective Date or Revolving Loans have been paid in full. (ii) enters into definitive documentation for If the Administrative Agent notifies the Borrower at any Qualifying Term Loan Facilitytime that the Outstanding Amount of all Revolving Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then then, within three (3) Business Days after receipt of such notice, the Borrower shall prepay the outstanding 364-Day Tranche Loans Revolving Obligations (to including Cash Collateralizing the extent thereof), (iL/C Obligations) denominated in the case of any Debt Issuance, Equity Issuance or Asset Sale, Alternative Currencies in an aggregate amount equal sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such Net Cash Proceeds not later than two Business Days following the receipt by Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the Borrower initial prepayment or such Subsidiary deposit of such Net Cash Proceeds Collateral, request that additional Revolving Obligations be repaid and additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (iiiii) in the case If there occurs any Change of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Control with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested inBorrower, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries then within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly five (and in any event within two (25) Business Days of receiptsuch Change of Control, the Borrower shall (A) notify prepay the Administrative Agent then Outstanding Amount of the receipt by Revolving Loans, (B) Cash Collateralize the Borrower or such Subsidiary then Outstanding Amount of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, all L/C Obligations and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by (C) pay all accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentand fees hereunder.

Mandatory Prepayments. In (a) Promptly, and in any event within 15 Business Days, following the event that the Borrower Disposition (other than a Casualty or Condemnation Event) of all or any portion of its Subsidiaries Specified Property or all or any portion of the Equity Interests in Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary (i) receives any Net Cash Proceeds arising from any Debt Issuancewhether in a single transaction or series of related transactions), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Company shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Notes in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to Disposition. In the immediately preceding proviso are not so reinvested within such 180 calendar day periodevent of a Casualty or Condemnation Event, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (promptly, and in any event within two (2) 15 Business Days of receipt) notify the Administrative Agent of Days, following the receipt by the Borrower Company, Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary of Net Insurance/Condemnation Proceeds stemming from such Casualty or Condemnation Event, the Company shall prepay the Notes in an amount equal to such Net Insurance/Condemnation Proceeds; provided that no such prepayment shall be required so long as (i) no Default or Event of Default has occurred and is continuing, (ii) within 10 Business Days of receipt of such Net Insurance/Condemnation Proceeds the Company delivers a certificate to the Purchasers certifying as to its intent to repair, rebuild or replace such asset and that it has sufficient cash or other sources of liquidity to do so, and (iii) such repair, rebuild or replacement is completed within one year from the date such Net Insurance/Condemnation Proceeds are received by the Company, Xxxxx Oxford, such Xxxxx Oxford Entity or such Xxxxx Oxford Subsidiary. (b) Promptly, and in any event within 10 Business Days, following the merger or consolidation of the Company, Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary (whether in a single transaction or series of any such related transactions), the Company shall prepay the Notes in an amount equal to the Net Cash Proceeds and/or received by the effectiveness Company, Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary in connection with such merger or consolidation. (c) Within 10 Business Days following a Change of Control effected without the prior written consent of the Required Holders, the Company shall prepay the Notes in an amount equal to the aggregate principal amount of the Notes then outstanding. (d) Promptly, and in any event within 15 Business Days, following the incurrence of any Indebtedness pursuant to Section 9.3(b)(ii) or any Indebtedness not permitted by Section 9.3 of this Agreement by the Company, Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary, the Company shall prepay the Notes in an amount equal to the Net Cash Proceeds of such definitive documentationIndebtedness. In addition, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject if any Indebtedness is incurred pursuant to Section 2.179.3(b)(i) of this Agreement in an amount that exceeds the Indebtedness being refinanced thereby (and any reasonable premiums and other reasonable amounts paid, but shall otherwise be without premium or penalty, and shall be accompanied by including accrued and unpaid interest on and any fees and expenses reasonably incurred in connection with such refinancing), the principal Company shall prepay the Notes in an amount equal to be prepaid to but excluding the date of paymentsuch excess.

Mandatory Prepayments. In Upon the event occurrence of any Casualty Event or Asset Sale (that is not otherwise permitted pursuant to Section 9.09), the Borrower shall make a mandatory prepayment of the Loans, pro rata between Initial Loans and Delayed Draw Loans, in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (with respect to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance such Casualty Event or Asset Sale, in an as the case may be, with such amount equal of Net Cash Proceeds being allocated to 100% the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium, if any, such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, if, within five (5) Business Days following (x) the occurrence of any such Asset Sale or (y) the receipt of Net Cash Proceeds from any Casualty Event, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) Casualty Event or Asset Sale may be applied for such purpose in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect lieu of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are reinvested inactually applied for such purpose, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that, in the event that if Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following (x) the occurrence of any portion such Asset Sale or (y) the receipt of Net Cash Proceeds from any Casualty Event, the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt received by the Borrower or any of its Subsidiaries with respect to such Subsidiary Casualty Event or Asset Sale, as the case may be, with such amount of any such Net Cash Proceeds and/or being allocated to the effectiveness prepayment of such definitive documentationprincipal, as applicable, and the Administrative Agent will promptly notify each Lender payment of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to be prepaid to but excluding the date of paymentsuch mandatory prepayment is paid with such Net Cash Proceeds.

Mandatory Prepayments. In If, at any time, the event that Asset Coverage Ratio as stated on the most recent Valuation Statement delivered to Agent in accordance with Section 5(b)(ii) is less than 200%, the Borrower or any of its Subsidiaries shall, within ten (i10) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt date such Valuation Statement is required to be delivered, repay the outstanding Loans until the Asset Coverage Ratio after such payments exceeds 200%. The Borrower will give written notice to the Agent at least ten (10) days prior to the occurrence of a Change of Control, which notice shall (A) state the expected effective date of such Change of Control and (B) contain an offer to repay the Loans and all other Obligations hereunder in full as of the effective date of such Change of Control. Notwithstanding the foregoing, any notice of a Change of Control may state that the offer to repay the Loans in accordance with this Section 2(d)(ii) is conditioned upon the effectiveness of the Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Agent on or such Subsidiary prior to the effective date of such Net Cash Proceeds Change of Control) if such condition is not satisfied. Within five (5) days following the receipt of such notice, the Agent, on behalf of the Lenders, shall notify the Borrower in writing whether the Lenders accept the offer of repayment of the Loans as set forth herein and (iiprovide the Borrower with the Agent’s calculation of the repayment amount due under LEGAL_US_E # 171549701.1171549701.5 this Section 2(d)(ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect sum of such Qualifying Term Loan Facility immediately upon effectiveness (x) the product of the definitive documentation in respect thereof; provided(1) 100%, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two times (2) Business Days of receipt) notify the Administrative Agent principal amount of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationoutstanding Loans, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, plus (y) all accrued but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount of the outstanding Loans, which calculations shall be conclusive absent manifest error. In the event the Lenders accept the Borrower’s offer to be prepaid to but excluding repay the Loans in accordance with this Section 2(d)(ii), the Borrower shall so repay the Loans and all other Obligations in full in accordance with the Agent’s calculations on the effective date of paymentsuch Change of Control. In the event the Lenders reject the Borrower’s offer to repay the Loans in accordance with Section 2(d)(ii), the Loans and all other Obligations shall remain outstanding and the Transaction Documents shall remain in full force and effect. Each Lender’s determination to accept or reject the Borrower’s offer to repay the Loans as set forth herein shall be made in such Xxxxxx’s sole discretion.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If, after giving effect to any Net Cash Proceeds arising from any Debt Issuancetermination or reduction of the Commitments pursuant to Section 2.06(b), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitytotal Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC 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 2.07(j). (ii) The Borrower shall prepay the outstanding 364-principal amount of Loans in amounts equal to (A) one hundred percent (100%) of the aggregate Net Proceeds from any Asset Disposition (other than any Asset Disposition by a DevCo) or (B) the DevCo Ownership Percentage with respect to such DevCo of the aggregate Net Proceeds from any Asset Disposition by a DevCo. Such prepayments shall be made within one (1) Business Day Tranche Loans after the date of receipt of the Net Proceeds of any such Asset Disposition by such Credit Party and within three (3) Business Days after the date of receipt of the Net Proceeds of any such Asset Disposition by such DevCo; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Asset Dispositions shall be required hereunder to the extent thereof), (i) such Net Proceeds are used to acquire other assets useful in the case ordinary course of the business of the Credit Parties or such DevCo, as applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such DevCo, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). Notwithstanding the foregoing, there shall be no reinvestment period for any Asset Disposition of the Equity Interests in any DevCo. (iii) Promptly following the issuance of any Debt Issuanceby any Credit Party (other than Debt permitted by Section 9.02 or otherwise consented to by Majority Lenders), Equity Issuance or Asset Salethe Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt in violation of Section 9.02 shall be a breach of this Agreement. (iv) The Borrower shall prepay the outstanding principal amount of Loans in an amount equal to (A) one hundred percent (100% %) of such the aggregate Net Cash Proceeds not later than two Business Days following the receipt from any Insurance and Condemnation Event received by the Borrower or such Subsidiary of such Net Cash Proceeds any Credit Party and (iiB) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds DevCo Ownership Percentage with respect to such DevCo of the aggregate Net Proceeds from any Asset Sale Insurance and Condemnation Event received by any DevCo. Such prepayments shall not be made within one (1) Business Day after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such Credit Party and within three (3) Business Days after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such DevCo; provided that, so long as no Event of Default has occurred and is continuing, no prepayments of Net Proceeds from Insurance and Condemnation Events shall be required to be applied hereunder to the extent such Net Cash Proceeds are reinvested in, or applied used to acquire other assets useful in the replacement or repair ordinary course of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower Credit Parties or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationDevCo, as applicable, and the Administrative Agent will promptly notify each Lender of its within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such DevCo, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such notice. All prepayments Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings under pursuant to this Section 2.12 3.04(c) shall be subject applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 2.17, but shall otherwise be without premium or penalty, and 3.04(c) shall be accompanied by accrued and unpaid interest on to the principal amount extent required by Section 3.02. (vii) If any prepayment is required to be prepaid made under Section 3.04(c)(ii)(B) or Section 3.04(c)(iv)(B), the Borrower shall cause the applicable DevCo to but excluding make a cash dividend to a Credit Party in an amount not less than the date amount of paymentsuch required prepayment within three (3) Business Days after the applicable DevCo receives the Net Proceeds required to be prepaid.

Mandatory Prepayments. In the event that the (i) If 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 Loss with respect to any Property, then Borrower shall promptly notify Administrative Agent of such proposed Disposition or Event of Loss (i) receives any including the amount of the estimated Net Cash Proceeds arising from any Debt Issuanceto be received by Borrower or such Subsidiary in respect thereof) and, Equity Issuance promptly upon receipt by Borrower or Asset Sale consummated on such Subsidiary of the Net Cash Proceeds of such Disposition or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityEvent of Loss, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the extent thereof)relevant Property in accordance with the relevant Collateral Documents, (iy) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Debt IssuanceDisposition not covered by clause (y) above, Equity Issuance so long as no Default or Asset SaleEvent of Default then exists, if Borrower states in an amount equal its notice of such event that Borrower or the relevant Subsidiary intends to 100% reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are actually reinvested inin such similar assets with such 180 day period. Promptly after the end of such 180 day period, Borrower shall notify Administrative Agent whether Borrower or applied such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the replacement or repair of assets to be used inextent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the business of any of Obligations in the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion amount of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within reinvested. The amount of each such 180 calendar day period, such unused portion prepayment shall be applied immediately at first to the end outstanding Term Loans pro rata until paid in full and then to the Revolving Loans. If Administrative Agent so requests, all proceeds of such period Disposition or Event of Loss shall be deposited with Administrative Agent (or its agent) and held by it in the Collateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the 364-Day Tranche Loans. The costs of replacing, rebuilding or restoring such Property. (ii) [Reserved]. (iii) If after the Closing Date Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 6.1, Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of any Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt Proceeds. The amount of each such noticeprepayment shall be applied first to the outstanding Term Loans pro rata until paid in full and then to the Revolving Loans. All Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Administrative Agent for any breach of Section 6.1 or any other terms of the Loan Documents. (iv) [Reserved]. (v) Borrower shall, on each date the Revolving Credit Commitment is reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary, Cash Collateralize the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitment has been so reduced. (vi) Unless Borrower otherwise directs, prepayments of Borrowings Loans under this Section 2.12 2.9(b) shall be subject applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.17, but shall otherwise be without premium or penalty, and 2.9(b) shall be accompanied made by accrued and unpaid interest on the payment of the principal amount to be prepaid and, in the case of any Term Loans or Eurodollar Loans, accrued interest thereon to but excluding the date of paymentprepayment together with any amounts due Lenders under Section 2.16.

Mandatory Prepayments. In (a) Without duplication of Section 2.12(b), if any Indebtedness shall be incurred by any Group Member which constitutes a Junior Debt Incurrence Event, an amount equal to 50% of the event that the Borrower or any cash proceeds (net of its Subsidiaries (i) receives costs and fees associated with derivative transactions (including, without limitation, hedging transactions), the aggregate amount of share repurchases made with the proceeds of such Junior Debt Incurrence Event and permitted by Section 7.6(k), attorneys’ fees, accountants’ fees, investment banking fees, underwriting discounts and commissions and other customary costs, fees and expenses actually incurred in connection therewith and net of taxes paid and the Borrower’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by any Net Cash Proceeds arising from any Group Member in connection with such Junior Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or Incurrence Event and (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (other amounts reasonably acceptable to the extent thereofAdministrative Agent) thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (b) Without duplication of Section 2.12(a), if any Indebtedness shall be incurred by any Group Member (i) excluding any Indebtedness incurred in the case of any Debt Issuanceaccordance with Section 7.2 (other than Credit Agreement Refinancing Indebtedness)), Equity Issuance or Asset Sale, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered within three Business Days after receipt thereof, such Net Cash Proceeds not later than two shall be applied after such third Business Days following Day toward the receipt by prepayment of the Borrower or such Subsidiary of such Net Cash Proceeds Loans and (ii) other amounts as set forth in Section 2.12(e); provided that notwithstanding the case of any Qualifying Term Loan Facilityforegoing, in on each Reinvestment Prepayment Date, an amount equal to the commitments Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) If, for any fiscal year of the Borrower commencing after the end of the fiscal year ending December 31, 2021, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference of 50% of such Excess Cash Flow minus the aggregate amount of any voluntary prepayments (including Discounted Prepayments made pursuant to Section 2.29 and assignments to Holdings, the Borrower or any Subsidiary made pursuant to Section 10.6(h), with the amount of such prepayment being equal to the amount actually paid by the Borrower (or Holdings or any Subsidiary, as applicable); provided, that, with respect to the open market purchase made pursuant to Section 10.6(h)(i) on the Third Amendment Effective Date, Excess Cash Flow shall not be reduced by the portion of such open market purchase funded with the proceeds of the Third Amendment Term Loan) of the Term Loans or to the extent the Revolving Commitment is permanently reduced by an amount equal to such payment, any voluntary prepayments of the Revolving Loans, made during such year; provided that such percentage shall be reduced to (i) 25% if the Consolidated Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.00 to 1.00 but greater than 2.00 to 1.00 and (ii) 0% if the Consolidated Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 2.00 to 1.00. Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring no later than the earliest of three Business Days after (i) the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders, and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to (i) this Section 2.12 (other than Section 2.12(a)) shall be applied to the prepayment of installments due in respect of such Qualifying the Term Loans in direct order of maturity for the next four scheduled payments of Term Loans required under Section 2.3, and then ratably to the remaining scheduled installments due in respect of the Term Loans in accordance with Sections 2.3 and 2.18(b); and (ii) Section 2.12(a) shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Facility immediately upon effectiveness Maturity Date); provided that any Term Lender may decline any such prepayment made pursuant to this Section 2.12 (other than any prepayment made with the proceeds of Credit Agreement Refinancing Indebtedness) (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the definitive documentation Term Loans held by Term Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a cash collateral account for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender; and fourth, to the extent of any residual, retained by the Borrower. Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than three (3) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than one (1) Business Day prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction. (g) No prepayment fee or other penalty or premium shall be payable in respect thereof; providedof any mandatory prepayments made pursuant to this Section 2.12. (h) Notwithstanding any provisions of this Section 2.12 to the contrary, to the extent the Borrower determines, acting in good faith, that any such repatriation or distribution (or deemed repatriation or deemed distribution for tax purposes) to the Borrower of Net Cash Proceeds with respect or Excess Cash Flow described in this Section 2.12 that are attributable to any Asset Sale Subsidiary would reasonably be expected to result in material adverse Tax consequences to any Group Member (as determined by the Borrower in good faith), or would be prohibited or restricted by applicable Requirements of Law, or applicable Operating Documents or material agreements of such Subsidiary, the applicable Net Cash Proceeds or Excess Cash Flow shall not be required to be applied so repatriated or distributed and the relevant amounts shall not be required to be prepaid in accordance with this Section 2.12. To the extent that the relevant adverse Tax consequences, restrictions imposed by Requirements of Law or restrictions set forth in the applicable Operating Documents or material agreements, in each case, would no longer be applicable at any time in the twelve (12) month period following the day that the relevant amounts would otherwise be required to be prepaid pursuant to this Section 2.12, the Borrower shall cause such amounts to be prepaid as and to the extent such Net Cash Proceeds are reinvested inotherwise required pursuant to this Section 2.12. The Borrower will use commercially reasonable efforts to avoid or mitigate any material adverse Tax consequences, restrictions imposed by Requirements of Law and restrictions set forth in the applicable Operating Documents or applied to the replacement or repair of assets to be used inmaterial agreements, the business of any in each case, that would otherwise limit an obligation of the Borrower and its Subsidiaries within 180 calendar days to make a mandatory prepayment in accordance with the terms of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment2.12.

Mandatory Prepayments. In (a) If, as of the event end of any calendar quarter, commencing June 30, 2008, the then outstanding principal amount of the Loan exceeds an amount equal to thirty percent (30%) of the Collateral Value most recently determined, Borrower shall, within ten (10) days after Lender’s notice to Borrower that such excess exists, prepay the Borrower Loan by an amount equal to or greater than such excess amount. (b) If any of Borrower, the Guarantors or any of its Subsidiaries (i) receives their Affiliates sells all or any portion of the Specified Equity Interests, Borrower shall prepay the Loan by an amount equal to the Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or of such sale (but after the Effective Date aggregate outstanding principal amount of the Loan is equal to or less than $60,000,000, if such a sale occurs, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the Net Cash Proceeds of such sale). If (i)(A) any of the real estate interests owned directly or indirectly by Prime Retail Outlets, Prime Office Chicago or Extended Stay of America Hotels (the “Collateral Entity Properties”) is sold, or (B) any of the real property specified in Schedule 2.3.2(b) (the “Scheduled Property”) is sold, or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityof Borrower, then the Guarantors or any of their Affiliates refinances any Indebtedness secured by any of the Specified Equity Interests, the Collateral Entity Properties or the Scheduled Property, Borrower shall prepay the outstanding 364-Day Tranche Loans (Loan by an amount equal to the extent thereofNet Cash Proceeds of such sale or such refinancing (but after the aggregate outstanding principal amount of the Loan is equal to or less than $60,000,000, if such a sale or refinancing occurs, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the Net Cash Proceeds of such sale or such refinancing). (c) If any of Borrower, (i) Lightstone or any of their Affiliates issues any Indebtedness or equity securities in a private or public offering, Borrower shall prepay the Loan by an amount equal to the Net Cash Proceeds of such issuance received by Borrower or Lightstone, or in the case of any Debt Issuanceof their Affiliates, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion maximum amount of such Net Cash Proceeds that is permitted to be declared and paid to Borrower or Lightstone as dividends or other distributions by Applicable Law (but after the aggregate outstanding principal amount of the Loan is equal to or less than $60,000,000, if such an issuance occurs, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the Net Cash Proceeds of such issuance). (d) If any of Borrower, the Guarantors or any of their Affiliates receives any cash dividends or other distributions on account of the Specified Equity Interests, Borrower shall prepay the Loan by an amount equal to the amount of such dividends or other distributions (but after the aggregate outstanding principal amount of the Loan is equal to or less than $60,000,000, if such dividends or other distributions are received, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the amount of such dividends or other distributions). (e) All Net Cash Proceeds of asset sales, refinancings and Indebtedness and equity offerings and all dividends and other distributions (or, if applicable, 50% thereof) subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion terms of this Section 2.3.2 shall be applied immediately at the end of such period deposited in or otherwise credited to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event Blocked Account within two (2) Business Days of receipt) notify the Administrative Agent of the days after receipt by the Borrower or such Subsidiary applicable Person of any such Net Cash Proceeds and/or or such dividends or other distributions. (f) If an Affiliate of the effectiveness Borrower or a Guarantor that is not a Pledgor effects an asset sale, refinancing or issuance of Indebtedness or equity securities or receives dividends or other distributions and any such definitive documentationtransaction would require a mandatory prepayment pursuant to the terms of this Section 2.3.2, notwithstanding anything to the contrary herein, the prepayment required by this Section 2.3.2 shall be in the amount of Net Cash Proceeds or dividends or other distributions that such Affiliate actually pays to a Pledgor as applicablecontemplated by Section 5.1.13 hereof. (g) Borrower shall pay to Lender, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings simultaneously with any prepayment under this Section 2.12 shall be subject to Section 2.172.3.2, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal amount to be being prepaid to but excluding through and including the date such principal is prepaid, plus, if the Loan is then bearing interest by reference to the Eurodollar Rate and the terms of paymentSection 2.3.6 do not apply, the amount of any Interest Shortfall and, without duplication thereof, all Breakage Costs.

Mandatory Prepayments. In (a) If, after the event that Merger Effective Time, any Indebtedness shall be incurred by the Borrower Parent or any of its Subsidiaries (iother than any permitted Indebtedness incurred in accordance with Section 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be applied in accordance with clause (iii) receives any of the definition thereof)), an amount equal to 100.0% of the Net Cash Proceeds arising thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(d). (b) If on any date after the Merger Effective Time the Parent or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Issuance, Equity Issuance or Asset Sale consummated or Recovery Event then, an amount equal to 100% of the Net Cash Proceeds shall be applied on the fifth Business Day following the receipt thereof toward the prepayment of the Term Loans as set forth in Section 2.13(d); provided, that, notwithstanding the foregoing, at the option of the Parent, the Parent may reinvest the Net Cash Proceeds in the business of the Parent or after any of its Subsidiaries within (x) 18 months following the Effective Date receipt of such Net Cash Proceeds or (iiy) enters into definitive documentation for any Qualifying Term Loan Facility24 months following the receipt of such Net Cash Proceeds, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case event that the Parent or any of its Subsidiaries shall have entered into a binding commitment within 18 months following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the business of the Parent or any Debt Issuanceof its Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are no longer intended to be reinvested or are not reinvested within such 24-month period, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two shall be applied on the fifth Business Days following Day after the receipt by the Borrower or such Subsidiary of Parent reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 24-month period toward prepayment of the Term Loans as set forth in Section 2.13(d)); provided that if at the time that any such prepayment would be required, the Parent or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (but without regard to the control of remedies) with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Parent may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (iiand the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. (c) [Reserved]. (d) The application of any prepayment pursuant to Section 2.13(a) or (b) shall reduce the outstanding principal amounts of the Term Loans held by the Lenders on a pro rata basis and shall be applied to the remaining scheduled principal installments thereof as directed by the Company (and, in the case absence of such direction, in direct order of maturity). The application of any Qualifying prepayment of Term Loan FacilityLoans pursuant to this Section 2.13 shall be made, first, to ABR Loans, second, to RFR Loans and third, to Term Benchmark Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by a Borrower pursuant to Section 2.13(b), to decline all (but not a portion) of its prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by the Parent and used for any purpose not prohibited hereunder; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.13(a) above to the extent that such prepayment is made with the proceeds of any Credit Agreement Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its ratable percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s ratable percentage of the total amount of such mandatory prepayment of the Term Loans. (f) [Reserved]. (g) If at any time the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments, the Borrowers shall, within one Business Day of notice thereof from the Administrative Agent, prepay the Revolving Loans in an amount equal to the commitments amount of such excess or, to the extent the principal amount of Revolving Loans outstanding is less than the amount of such excess, cash collateralize L/C Obligations in respect of such Qualifying Term Loan Facility immediately upon effectiveness any Letters of Credit (in an amount equal to 101% of the definitive documentation undrawn face amount thereof) (or backstop or provide credit support reasonably acceptable to the applicable Issuing Lender), in each case to the extent necessary to eliminate any such excess. (h) Notwithstanding any other provisions of Section 2.13, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Parent or any applicable Domestic Subsidiary (the Parent hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a non-de minimis adverse tax consequence) or if the Parent has determined in good faith that repatriation of any such amount to the Parent or any applicable Domestic Subsidiary would have non-de minimis adverse tax consequences with respect thereof; providedto such amount, that any the portion of such Net Cash Proceeds with respect to any Asset Sale shall so affected will not be required to be applied to prepay Term Loans at the extent times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Parent or the applicable Domestic Subsidiary, or the Parent believes in good faith that such non-de minimis adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds are reinvested inis permitted under the applicable local law or the Parent determines in good faith that such repatriation would no longer would have such non-de minimis adverse tax consequences, or applied to the replacement or repair of assets to such repatriation will be used in, the business of any of the Borrower promptly effected and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such repatriated Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall will be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) not later than five Business Days after such repatriation) applied (net of receiptadditional taxes payable or reasonably estimated to be payable as a result thereof) notify to the Administrative Agent prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.13; provided that, notwithstanding the foregoing, the Parent and the applicable Foreign Subsidiary shall have no obligation to repatriate any Net Cash Proceeds (or take any further action with respect thereto) from and after the date that is twelve months after the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentProceeds.

Mandatory Prepayments. In the event that the Borrower (a) Subject to Section 7.1 hereof, when any Loan Party or any Subsidiary sells or otherwise disposes of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) Collateral other than Inventory in the case Ordinary Course of any Debt IssuanceBusiness, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following Loan Parties shall repay the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Advances in an amount equal to the commitments in respect Net Cash Proceeds of such Qualifying sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Agents. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, to the outstanding principal installments of the Term Loan Facility immediately upon effectiveness A in the inverse order of the definitive documentation maturities thereof (including the final installment thereof) until paid in respect full in cash, second to the outstanding principal installments of the Term Loan B in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, and third to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); providedprovided however that if no Default or Event of Default has occurred and is continuing, such repayments of the remaining Advances shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Administrative Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof; provided further, that (x) in the event any Loan Party has received Net Cash Proceeds from any sale or disposition permitted pursuant to Section 7.1 hereof, (y) the Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of such Net Cash Proceeds, and (z) no Default or Event of Default is continuing, such Net Cash Proceeds with respect to any Asset Sale shall not may, at Borrowers’ option, be required to be applied to the extent such Net Cash Proceeds are reinvested indeposited into a separate Depository Account at PNC, or applied to the replacement outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or repair of assets reborrow Revolving Advances (if such proceeds were applied to be used in, Revolving Advances) in accordance with the business of any of terms hereof in the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion amount of such Net Cash Proceeds that to purchase replacement assets, so long as such replacement assets are subject to purchased no later than one hundred eighty (180) days from the immediately preceding proviso date the Reinvestment Notice was received by the Agents. To the extent replacement assets are not so reinvested purchased within such 180 calendar one hundred eighty (180) day periodperiod or an Event of Default occurs, Borrowers shall apply such unused portion proceeds held in such separate Depository Account, or be deemed to have requested a Revolving Advance in the amount of such net cash proceeds, and such proceeds or Revolving Advances shall be applied immediately at in the end manner set forth before the proviso above. (b) In the event of such period to any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Loan Parties or any Subsidiary or the 364-Day Tranche Loans. The Borrower shall promptly issuance of any Equity Interests (and except as set forth in Section 10.17 or in connection with a Qualified IPO) by any event within two Loan Party or any Subsidiary, Loan Parties shall, no later than three (23) Business Days of receipt) notify the Administrative Agent of Day after the receipt by the Borrower such Loan Party or such any Subsidiary of (i) the Net Cash Proceeds from any such issuance or incurrence of Indebtedness or (ii) the Net Cash Proceeds of any issuance of Equity Interests, as applicable, repay the Advances in an amount equal to (x) one hundred percent (100%) of such Net Cash Proceeds and/or in the effectiveness case of such definitive documentationincurrence or issuance of Indebtedness and (y) one hundred percent (100%) of such Net Cash Proceeds in the case of an issuance of Equity Interests. Such repayments will be applied in the same manner as set forth in Section 2.20(a) hereof. (c) All proceeds received by Loan Parties or any Subsidiary or Administrative Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Loan Party or any Subsidiary, or (ii) as applicablea result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6 hereof; provided, that (x) in the event Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of Net Cash Proceeds from any casualty or condemnation event, and (y) no Default or Event of Default is continuing, such Net Cash Proceeds may, at Borrowers’ option, be deposited into a separate Depository Account at PNC, or applied to the outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or reborrow Revolving Advances (if such proceeds were applied to Revolving Advances) to purchase replacement assets, so long as such replacement assets are purchased no later than one hundred eighty (180) days from the date the Reinvestment Notice was received by the Agents. To the extent replacement assets are not purchased within such one hundred eighty (180) day period or an Event of Default occurs, Borrowers shall apply such proceeds held in such separate Depository Account, or be deemed to have requested a Revolving Advance in the amount of such net cash proceeds, and such proceeds or Revolving Advances shall be applied in the manner set forth in Section 6.6. hereof. (d) In the event of any issuance of Equity Interests by Loan Parties or any Subsidiary in connection with a Qualified IPO, the Loan Parties shall, no later than three (3) Business Days after the receipt by such Loan Party or any Subsidiary of the Net Cash Proceeds of such Qualified IPO, repay the Advances in an amount equal to forty percent (40%) of such Net Cash Proceeds, such repayments will be applied first, to the outstanding principal installments of the Term Loan A in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, second to the outstanding principal installments of the Term Loan B in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, and third to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments of the remaining Advances shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be may determine, subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on Borrowers’ ability to re-borrow Revolving Advances in accordance with the principal amount to be prepaid to but excluding the date of paymentterms hereof.

Mandatory Prepayments. In (i) No later than 10 Business Days following the event that date of receipt by (x) the Borrower or any of its Restricted Subsidiaries (i) receives any of Net Cash Proceeds arising from in respect of any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Acquisition Effective Date Date, or (iiy) enters into definitive documentation for the Borrower or any Qualifying Term Loan Facilityof its Restricted Subsidiaries (or the Collateral Agent as loss payee) of Net Cash Proceeds in respect of any Recovery Event after the Acquisition Effective Date, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (ias set forth in Section 2.07(d)(ii) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrower may, upon written notice to the Administrative Agent, directly or such Subsidiary through one or more of its Restricted Subsidiaries, invest or commit in writing to invest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower or any Restricted Subsidiary, which Investment may include the repair, restoration or replacement of the applicable assets thereof or Permitted Acquisitions to the extent such Investments are otherwise permitted under this Agreement; provided, further, that in the event such Net Cash Proceeds are committed in writing to be invested prior to such 365th day, the Borrower may invest such Net Cash Proceeds within 180 days after the expiration of such initial 365-day period. In the event that such Net Cash Proceeds are not reinvested by the Borrower prior to the earlier of (i) the last day of such 180 day period or 365 day period, as the case may be, and (ii) in the case date of any Qualifying Term Loan Facilitythe occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds as set forth in Section 2.07(d)(ii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with respect to (i) Net Cash Proceeds of any Asset Sale shall not be required to be applied or Recovery Event received on account of any ABL Priority Collateral, to the extent such Net Cash Proceeds are reinvested in, actually used to prepay amounts outstanding under the ABL Facility (with or applied without any reduction of ABL Commitments) in accordance with and within the time periods required by the ABL Credit Agreement and (ii) Net Cash Proceeds received by a Restricted Subsidiary that is an International Subsidiary to the replacement extent that (a) the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or repair any of assets its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(i). (ii) If Staples, Target or any of their Restricted Subsidiaries (determined giving pro forma effect to the Transactions) receives (x) after the Closing Date and on or prior to the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 (in the aggregate for all Divested Properties), then substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to (1) prepay the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) reduce the intended borrowings under the ABL Facility on the Acquisition Effective Date (without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans intended to be used inborrowed under the ABL Facility on the Acquisition Effective Date) and (y) following the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 in any calendar year (in the aggregate for all Divested Properties), then no later than 10 Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to prepay (1) the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) any loans then outstanding under the ABL Facility (in accordance with the ABL Credit Agreement and with or without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans outstanding under the ABL Facility at such time); provided that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the ABL Facility, as applicable, the business of any of Excess Availability (as such term is defined in the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedABL Credit Agreement in the form attached as Exhibit O) is less than $1,000,000,000, further, that if any then the portion of such Net Cash Proceeds allocated to reduce borrowings or prepay amounts outstanding under the ABL Facility, as applicable, shall be increased in an amount sufficient to cause the Excess Availability to equal $1,000,000,000 (and the portion allocated to prepay the Loans shall be reduced accordingly); provided, further, that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the ABL Facility, the Senior Secured Net Leverage Ratio for the most recently ended Test Period is less than or equal to 2.00 to 1.00, such amount of Net Cash Proceeds that are subject otherwise would have been required to be used to prepay the immediately preceding proviso are Loans shall be permitted to be reinvested as if they constituted Net Cash Proceeds from an Asset Sale pursuant to Section 2.07(b)(i), and, if not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such the applicable period set forth in Section 2.07(b)(i), shall be used to prepay the Loans as set forth in Section 2.07(d)(iii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with Net Cash Proceeds in respect of any Divested Property by a Restricted Subsidiary that is an International Subsidiary to the 364-Day Tranche Loans. The Borrower shall promptly extent that (and a) the repatriation of such Net Cash Proceeds to fund such repayments would, in any event within two (2) Business Days of receipt) notify the Administrative Agent good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(ii). For the avoidance of doubt, nothing in this Section 2.07(b)(ii) shall be interpreted to reduce the amount that would otherwise be released from the Escrow Account pursuant to the Escrow Agreement. (iii) On the date of receipt by the Borrower or such Subsidiary any of its Restricted Subsidiaries of Net Cash Proceeds after the Acquisition Effective Date from the issuance or incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01, but in any event, including Credit Agreement Refinancing Indebtedness), the Borrower shall prepay the Loans as set forth in Section 2.07(d)(iv) in an aggregate amount equal to 100% of such Net Cash Proceeds and/or (plus, if applicable, the effectiveness premium described in Section 2.08(b)); (iv) In the event that there shall be Excess Cash Flow for any fiscal year of the Borrower (commencing with the fiscal year ending February 3, 2018) , no later than 95 days after the end of such definitive documentationfiscal year, the Loans shall be prepaid by the Borrower as set forth in Section 2.07(d)(ii) in an aggregate amount equal to (i) the Applicable ECF Percentage of such Excess Cash Flow (calculated after giving effect to amounts attributable to International Subsidiaries that cannot be repatriated, as applicableset forth in the immediately following sentence), if any, for such fiscal year minus (ii) voluntary prepayments of the Loans in such fiscal year pursuant to Section 2.07(a), other than voluntary prepayments funded with the proceeds of long-term Indebtedness or of equity contributions made to, or Equity Interests issued by, the Borrower. Notwithstanding the foregoing, the Borrower shall not be required to repay the Loans with Excess Cash Flow attributable to any Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Excess Cash Flow to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(iv). (v) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) or Section 3(f) of the Escrow Agreement, the Initial Loans and all accrued interest thereon shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 2.07(d)(iii); provided that if the amount of the Escrow Property is less than the amount required to prepay the Initial Loans and all accrued interest thereon in full on such date, Staples will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject deliver to Section 2.17the Administrative Agent, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment, an amount equal to such deficiency.

Mandatory Prepayments. (a) Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries with respect thereto, (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(d); provided, however, that, the foregoing percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00 and (ii) 0% if the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Pricing Certificate at the time of receipt of such Net Cash Proceeds; and provided, further, that if (A) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into); provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within five Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the Specified Senior Indebtedness pursuant to the terms of the Specified Senior Indebtedness Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (a) to prepay Term Loans in accordance with Section 2.13(d) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (b) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2008), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(d) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.12 and “Revolving Loans” (to the extent accompanied by a permanent reduction of the “Revolving Credit Commitments” each as defined under the Revolving Credit Agreement) during such fiscal year or on or prior to the date such payment is required to be made (without duplication), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (c) In the event that the Borrower or any of its Restricted Subsidiaries (i) receives any shall receive Net Cash Proceeds arising from the issuance or incurrence of Indebtedness (other than any Debt Issuancecash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay no later than the outstanding 364-third Business Day Tranche Loans (to following the extent thereof)receipt of such Net Cash Proceeds, (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(d). (d) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all prepayments required by this Section 2.13 shall be applied to the repayment of the Term Loans until paid in full (based on the principal amounts of such Term Loans on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b). (e) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including in Section 9.08, the Borrower shall have the option in its sole discretion to give the Lenders the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be made pursuant to Section 2.13(a), (b) or (c) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(e). If the Borrower elects to exercise the option referred to in the immediately preceding sentence the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the principal amount of the Term Loans on the date of prepayment). In the event that any such Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days following after the receipt by date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower or thereof which notice shall also include the amount such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal Lender desires to the commitments receive in respect of such Qualifying Term Loan Facility immediately upon effectiveness prepayment. If any Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the definitive documentation in respect thereof; provided, event that any such Net Cash Proceeds Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Borrower shall retain 100% of the amount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any Asset Sale part of their right to receive 100% of such prepayment shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the replacement or repair of assets to be used in, the business of any application of the Borrower respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and its Subsidiaries within 180 calendar days not the same percentage held by such Lender prior to prepayment of receipt thereof; provided, further, that if any portion each Borrowing of Term Loans which remains outstanding after giving effect to such Net Cash Proceeds that are subject application. Notwithstanding anything to the immediately preceding proviso are contrary Lenders shall not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at have the end of such period right to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All waive mandatory prepayments of Borrowings under this Section 2.12 shall be subject to 2.13 except as set forth in this Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment2.13(e).

Mandatory Prepayments. In the event that the Borrower or (a) If Indebtedness is incurred by any of its Subsidiaries Group Member (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityother than Indebtedness permitted under Section 6.2), then on the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof)date of such issuance or incurrence, (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such Asset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default has occurred and is continuing, two Business Days) after the date of receipt by any Group Member of such Net Cash Proceeds not later than two Business Days following Proceeds, an amount equal to 100% of the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e) (iiany such amounts not required to prepay the Term Loans as a result of application of this clause, the “Retained Asset Sale Proceeds”, which shall not, however, include any proceeds incurred in connection with Sale and Leaseback Transactions permitted pursuant to Section 6.10); provided, that (i) in notwithstanding the case of any Qualifying Term Loan Facilityforegoing, in on each Reinvestment Prepayment Date an amount equal to the commitments in Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Qualifying Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any Borrower may apply such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to on a pro rata basis (determined on the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any basis of the Borrower aggregate outstanding principal amount of the Term Loans and its Subsidiaries within 180 calendar days of receipt thereofOther Applicable Indebtedness at such time; provided, further, that if any the portion of such Net Cash Proceeds that are subject net proceeds allocated to the immediately preceding proviso are Other Applicable Indebtedness shall not so reinvested within exceed the amount of such 180 calendar day periodnet proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such unused portion net proceeds shall be applied immediately at allocated to the end Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such period to the 364-Day Tranche Loans. The Borrower net proceeds shall promptly (and in any event within two (2) five Business Days after the date of receiptsuch rejection) notify be applied to prepay the Administrative Agent Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or Foreign Recovery Event, the Term Loan Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in such Net Cash Proceeds; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the receipt respective definition thereof (if such amounts were distributed), or the inclusion of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof in Net Cash Proceeds for purposes of calculating any repayment obligation pursuant to this paragraph, as applicable, would not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. For the avoidance of doubt, in no event shall the Term Loan Borrower be required to repatriate cash at Foreign Subsidiaries. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term B Loans, as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof (if such amounts were distributed), or the inclusion of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof in Excess Cash Flow for purposes of calculating any repayment obligation pursuant to this paragraph, would not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and at such time (if applicable), shall prepay the Term B Loans by the Borrower or such Subsidiary amount thereof in accordance with this Section 2.14(c)). For the avoidance of doubt, in no event shall the Term Loan Borrowers be required to repatriate cash at foreign subsidiaries. (d) (i) The Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term A Loans (that is incurred to refinance Term A Loans) shall be used on a dollar-for-dollar basis for the repayment of Term A Loans to be repaid from such Net Cash Proceeds and/or on the effectiveness date such Net Cash Proceeds are received and (ii) the Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term B Loans (that is incurred to refinance Term B Loans) shall be used on a dollar-for-dollar basis for the repayment of Term B Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, Class and shall be accompanied by accrued applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that if any Lenders exercise the right to waive a given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f) then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations and unpaid interest applied thereafter to prepay the Eurodollar Loans on the principal amount last day of the next expiring Interest Period for Eurodollar Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any time while a Specified Event of Default has occurred and is continuing, the applicable Administrative Agent may, and (y) at any time while an Event of Default has occurred and is continuing, upon written direction from the Required Lenders, the applicable Administrative Agent shall, apply any or all of such amounts to the payment of Eurodollar Loans. (f) Any mandatory prepayment of (x) the Term Loans to be prepaid made pursuant to Section 2.14(b) shall be applied pro rata to the Term Loans under the Term Loan Facilities then outstanding based on the aggregate principal amounts of outstanding Term Loans of each Class under the Term Loan Facilities; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Class of Incremental Term A Loans, Incremental Term B Loans or Extended Term Loans under the Term Loan A Facility or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans under the Term Facilities and (y) Term B Loans to be made pursuant to Section 2.14(c) shall be applied pro rata to the Term B Loans then outstanding based on the aggregate principal amounts of outstanding Term B Loans; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Incremental Term B Loans or Extended Term Loans under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (g) Notwithstanding anything in this Section 2.14 to the contrary: (i) any Term Loan A Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan A Lender) may elect, by notice to the Term Loan A Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term A Loans pursuant to clauses (b) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term A Loans but excluding was so declined may be retained by the date Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan A Proceeds”); and (ii) any Term Loan B Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan B Lender) may elect, by notice to the Term Loan B Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of paymentSection 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term B Loans pursuant to clauses (b) and (c) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term B Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan B Proceeds”). (h) If for any reason, the Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.10), the Revolver Borrowers shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such excess.

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by SuperHoldings, Holdings, the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuancetheir respective Subsidiaries, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d), provided, however, that the foregoing requirements of this paragraph (a)(ii) shall not apply to any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event (or, in the event of damage by casualty, the date the repair or restoration of the relevant Property is completed) then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds not later than two Business Days following shall be applied on such date toward the receipt by prepayment of the Borrower or such Subsidiary of such Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the Borrower, or $2,000,000 in any fiscal year of the Borrower immediately succeeding a fiscal year of the Borrower as of the last day of which the Consolidated Leverage Ratio is less than or equal to 4.0 to 1.0, and (ii) in the case of any Qualifying Term Loan Facilityon each Reinvestment Prepayment Date, in an amount equal to the commitments in Reinvestment Prepayment Amount with respect of such Qualifying Term Loan Facility immediately upon effectiveness to the relevant Reinvestment Event shall be applied toward the prepayment of the definitive documentation Term Loans as set forth in respect thereofSection 2.12(d); providedand provided further, that any notwithstanding the foregoing, such Net Cash Proceeds with respect which are not subject to any Asset Sale a Reinvestment Notice shall not be required to be applied to toward the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any prepayment of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion Term Loans until the date upon which the aggregate amount of such Net Cash Proceeds that received by SuperHoldings, Holdings, the Borrower and their respective Subsidiaries and not previously applied toward the prepayment of the Term Loans shall exceed $1,000,000. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than three months after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are subject required to be delivered to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied immediately at the end of such period to the 364-Day Tranche prepayment of the Term Loans. The Borrower application of any prepayment pursuant to this Section 2.12 shall promptly (be made first to Base Rate Loans and in any event within two (2) Business Days of receipt) notify the Administrative Agent second to Eurodollar Loans. Each prepayment of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid. Partial prepayments of the Term Loans pursuant to this Section 2.12 shall be applied in the order set forth in Section 2.18 (e) If, at any time the Total Revolving Extensions of Credit exceeds the lesser of (A) the Borrowing Base in effect on such date and (B) the Total Revolving Credit Commitments, the Borrower shall repay the Revolving Credit Loans to the extent of such excess, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (f) The Borrower agrees that during each calendar year there shall be a period of at least 30 consecutive days during which there are no Revolving Extensions of Credit outstanding.

Mandatory Prepayments. In The Borrowers shall prepay (or Cash Collateralize, as applicable) the event that the Borrower or any of its Subsidiaries Obligations as follows: (i) receives If, at any Net Cash Proceeds arising from any Debt Issuancetime, Equity Issuance or Asset Sale consummated on or after the Effective Date or Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Total Revolving Loan Commitment at such time, the Borrowers shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans in a sufficient amount are then outstanding and (C) otherwise, Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations, in an aggregate principal amount equal to such excess. (ii) enters into definitive documentation The Borrowers shall repay each Swing Line Loan on the earlier to occur of (A) the Swing Line Settlement Date occurring after such Swing Line Loan is made and (B) the Maturity Date. (iii) If, at any time after the Closing Date during any calendar year (including 2007), any Loan Party sells or otherwise disposes of any assets (other than sales permitted under Sections 5.02(c)), the Borrowers shall, immediately after the completion of each sale or other disposition, prepay the Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to eighty-five percent (85%) of the Net Proceeds from any such sale or disposition; provided that so long as the cash portion of the consideration for any Qualifying Term Loan Facilitysuch disposed assets is not less than 90% of all consideration for such disposed assets only the cash portion of such Net Proceeds at the time of sale will be counted for purposes of any prepayment required under this sentence and the remaining consideration shall be counted when received as cash; otherwise 100% of all Net Proceeds (cash and non-cash) shall be counted. Notwithstanding the foregoing, the Borrowers shall not be required to make a prepayment pursuant to this clause (iii) with respect to any sale (a “Relevant Sale”) if the Borrowers advise the Administrative Agent in writing at the time the Net Proceeds from such Relevant Sale are received that the applicable Borrower intends to reinvest all or any portion of such Net Proceeds in replacement assets to the extent (A) such Net Proceeds are in fact committed to be reinvested by such Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by such Borrower and the related seller within 90 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 270 days from the date of such Relevant Sale. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the 90 or 270-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or a Default or Event of Default shall occur, then the Borrowers shall immediately prepay the outstanding Obligations in the amount and in the manner described in the first sentence of this clause (iii). (iv) If, at any time after the Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrowers shall, immediately after such issuance or incurrence, prepay the outstanding Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such Indebtedness. (v) Not later than four (4) Business Days following the date of receipt (each a “Receipt Date”) by a Loan Party (or the Administrative Agent or the Security Trustee) of any Net Insurance Proceeds or Net Condemnation Proceeds during any calendar year (including 2007), when added to the Net Insurance Proceeds and Net Condemnation Proceeds received by a Loan Party (or the Administrative Agent or the Security Trustee) during such calendar year, in the aggregate, exceed $25,000,000 for such calendar year, the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) Obligations in the case of any Debt Issuance, Equity Issuance or Asset Sale, manner set forth in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (iiSection 2.06(d) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect aggregate amount of the sum of such Qualifying Term Loan Facility immediately upon effectiveness of excess or such increase in such excess. Notwithstanding the definitive documentation in respect thereof; providedforegoing, that any such Net Cash Proceeds with respect to any Asset Sale the Borrower shall not be required to be applied make a prepayment pursuant to this clause (v) with respect to any particular Net Insurance Proceeds or Net Condemnation Proceeds if the Borrower advises the Administrative Agent in writing within four (4) Business Days after the related Receipt Date that it or another Loan Party intends to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived to the extent (A) such Net Cash Insurance Proceeds and Net Condemnation Proceeds are reinvested inin fact committed to be utilized to repair, restore or applied replace such assets pursuant to one or more contracts providing for such repair, restoration or replacement that is executed by a Loan Party and the relevant counterparty(ies) within 90 days after the related Receipt Date, (B) such repair, restoration or replacement is completed within 270 days after the related Receipt Date and (C) the Net Insurance Proceeds or Net Condemnation Proceeds are sufficient to defray the entire cost of such repair, restoration or replacement or repair of assets to be used inif not, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify has deposited with the Administrative Agent good funds equal to the difference between the cost of such repair, restoration or replacement and the amount of Net Insurance Proceeds or Net Condemnation Proceeds deposited with the Administrative Agent, and such funds and proceeds will be held by the Administrative Agent and disbursed under procedures established by the Administrative Agent in good faith. If, at any time after the occurrence of a Receipt Date and prior to the completion of the receipt corresponding repair, restoration or replacement, the 90 or 270-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related contract (in the case of clause (A)) or the completion of the related repair, restoration or replacement (in the case of clause (B)), or the Borrower shall fail to provide and deposit the funds and proceeds required under clause (C) above, or an Event of Default shall occur, then the Borrower shall immediately prepay the outstanding Obligations in the amount and in the manner described in the first sentence of this clause (v). If the Borrower has provided the written notice contemplated by the Borrower prior sentence, then until such Net Insurance Proceeds or Net Condemnation Proceeds are needed to pay for the related repair, restoration or replacement such Subsidiary of proceeds shall be held by the Administrative Agent as collateral. No right to apply proceeds to repair, restoration or replacement shall exist if any such Net Cash Proceeds and/or repair, restoration or replacement cannot reasonably be completed prior to 180 days before the effectiveness Maturity Date. (vi) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.06(c), (A) a certificate signed by the chief financial officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such definitive documentationprepayment and (B) to the extent practicable, as at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrowers shall subsequently determine that the actual amount required to be prepaid was greater than the amount set forth in such certificate, the Borrowers shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and the Borrowers shall concurrently therewith deliver to the Administrative Agent will promptly notify each Lender a certificate signed by the chief financial officer of its receipt the Borrowers demonstrating the derivation of each the additional amount resulting in such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or Within 10 Business Days after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityoccurrence of a Mandatory Prepayment Event, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (deliver to the extent Administrative Agent a notice (and the Administrative Agent shall promptly advise the Lenders of the contents thereof), (i) describing in reasonable detail the case of facts and circumstances giving rise thereto. If any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal Lender so directs by written notice delivered to 100% of such Net Cash Proceeds the Administrative Agent and the Borrower not later than two 30 days after delivery of notice of such Mandatory Prepayment Event (the “Lender Prepayment Notice”; and any such Lender which sends a Lender Prepayment Notice, a “Directing Lender”), the Loans of such Directing Lender shall become due and payable (together with accrued interest thereon to the date of payment), and such Directing Lender’s Commitments shall terminate, on the 10th Business Days following Day after the receipt by the Borrower of the Lender Prepayment Notice, all without further demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, unless prior to such Subsidiary of date such Net Cash Proceeds Directing Lender has delivered to the Administrative Agent and the Borrower a subsequent written notice expressly rescinding such Lender Prepayment Notice. (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly Within five (and in any event within two (25) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such any Subsidiary of any Net Cash Proceeds from any Debt Incurrence Prepayment Event, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentProceeds.

Mandatory Prepayments. In (i) [Reserved] (ii) On each date on or after the event that Closing Date on which the Borrower or any of its Subsidiaries (i) Subsidiary receives any Net Cash Proceeds arising cash proceeds from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (made pursuant to the extent thereofSection 9.11(j), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Sale Proceeds not later than two Business Days following the receipt therefrom shall be applied by the Borrower or on such Subsidiary of such Net Cash Proceeds and (ii) date as a mandatory repayment in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofaccordance with Section 3.04(b)(iv); provided, however, that any such Net Cash Sale Proceeds with respect to any Asset Sale shall not be required to be so applied to the extent on such date so long as no Event of Default then exists and such Net Cash Sale Proceeds are reinvested in, shall be used to purchase Property (other than inventory and working capital) used or applied to the replacement or repair of assets to be used in, in the business of any of the Borrower and its Subsidiaries businesses permitted pursuant to Section 9.06 within 180 calendar days following the date of receipt thereof; such Asset Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(ii) without regard to the preceding proviso. (iii) On each date on or after the Closing Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(iv); provided, however, that so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds shall be used to replace or restore any Property in respect of which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, and provided, further, that if all or any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested used within 180 days after the date of the receipt of such 180 calendar day periodNet Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such unused remaining portion shall be applied immediately at on the end last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the 364-Day Tranche Loans. The Borrower proviso or the immediately preceding proviso. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(b) shall promptly (and be applied with respect to each such Class for which prepayments will be made, in the event there are amortization payments on any event within two (2) Business Days of receipt) notify Loan, to the Administrative Agent remaining scheduled amortization payments of the receipt Loans (including any Incremental Loans) on a pro rata basis. Notwithstanding anything to the contrary contained in this Section 3.04, any Incremental Amendment or Extension Amendment may provide (including on an optional basis as elected by the Borrower or such Subsidiary Borrower) for a less than ratable application of offers to prepay for any such Net Cash Proceeds and/or Class of the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeLoans established thereunder. All prepayments of Borrowings under this Section 2.12 shall be subject Prepayments pursuant to Section 2.17, but shall otherwise be without premium or penalty, and 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and unpaid interest on if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the principal amount to be prepaid to but excluding Eurodollar Borrowing with the date least number of paymentdays remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.

Mandatory Prepayments. In Furthermore, the event undersigned agrees that should the outstanding principal balance of the Loan at any time exceed the amount which is equal to 65% of the collective fair market value of the Gulfstream Aerospace Model G-IV-SP Aircraft bearing manufacturer’s serial number 1460 and U.S. Registration Xxxx N326JD held as security under the Mortgage (the “Aircraft”), as determined by the Lender pursuant to an appraisal obtained by it, at the sole cost and expense of the undersigned (“Lender’s Appraisal”), the undersigned will forthwith make one or more prepayments (or provide cash collateral) of this Note within thirty (30) days of written demand therefor, in each case such that the Borrower or any outstanding principal balance of its Subsidiaries the Loan shall not exceed the amount which is (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after 65% of the Effective Date or value of the Lender’s Appraisal plus (ii) enters into definitive documentation for any Qualifying Term Loan Facilitythe cash collateral. So long as no Event of Default has occurred hereunder, then the Borrower shall prepay the outstanding 364-Day Tranche Loans appraisal mechanism set forth immediately above may not be exercised more than once every twelve (12) months. Any prepayment made pursuant to the extent thereof)terms of this paragraph VII shall not be subject to a prepayment fee; provided, however, if such prepayment is (i) in made on a day that is not the case last day of any Debt Issuancean Interest Period, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt shall be accompanied by the Borrower or such Subsidiary of such Net Cash Proceeds and LIBOR Breakage Fee calculated with respect to the principal balance being prepaid, or, (ii) in if the case Loan is then accruing interest at the Fixed Rate, such prepayment shall be subject to payment of any Qualifying Term Loan Facilitythe Fixed Rate Prepayment Fee. Notwithstanding the foregoing, the undersigned may deposit with Lender cash in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness difference between (a) the outstanding principal balance of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied Loan and (b) the product of 65% multiplied by the appraised value of the Aircraft pursuant to the extent Lender’s Appraisal (such Net Cash Proceeds are reinvested indifferential hereinafter referred to as the “LTV Shortfall”). The LTV Shortfall shall be deposited into an interest bearing cash collateral account maintained with Lender or, or applied to the replacement or repair at Lender’s discretion, one of assets to be used in, the business of any Lender’s affiliates.” (d) Section VIII(C) of the Borrower Note entitled “Financial Covenants” is hereby amended and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, restated as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.follows:

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If, after giving effect to any Net Cash Proceeds arising from any Debt Issuancetermination or reduction of the Commitments pursuant to Section 2.06(b), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitytotal Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC 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 2.07(j). (ii) The Borrower shall prepay the outstanding 364-principal amount of Loans in amounts equal to one hundred percent (100%) of the aggregate Net Proceeds from any Asset Disposition. Such prepayments shall be made within one (1) Business Day Tranche Loans (after the date of receipt of the Net Proceeds of any such Asset Disposition by such Credit Party; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Asset Dispositions shall be required hereunder to the extent thereof)such Net Proceeds are used to (A) acquire other assets useful in the ordinary course of the business of the Credit Parties, (iB) fund Expansion Capital Expenditures, or (C) make Permitted Acquisitions, in each case, within three hundred sixty (360) days after receipt of such Net Proceeds by the case Credit Parties, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any Debt Issuance, Equity Issuance or Asset Sale, portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). (iii) [Reserved]. (iv) The Borrower shall prepay the outstanding principal amount of Loans in an amount equal to one hundred percent (100% %) of such the aggregate Net Cash Proceeds not later than two from any Insurance and Condemnation Event received by any Credit Party. Such prepayments shall be made within one (1) Business Days following Day after the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilitysuch Insurance and Condemnation Event by such Credit Party; provided that, in an amount equal to the commitments in respect so long as no Event of such Qualifying Term Loan Facility immediately upon effectiveness Default has occurred and is continuing, no prepayments of the definitive documentation in respect thereof; provided, that any such aggregate Net Cash Proceeds with respect to any Asset Sale from Insurance and Condemnation Events shall not be required to be applied hereunder to the extent such Net Cash Proceeds are reinvested in, or applied used to (A) acquire other assets useful in the replacement or repair ordinary course of assets to be used in, the business of any the Credit Parties, (B) fund Expansion Capital Expenditures, or (C) make Permitted Acquisitions, in each case, within three hundred sixty (360) days after receipt of such Net Proceeds by the Borrower and its Subsidiaries within 180 calendar days Credit Parties, or such longer period of receipt thereoftime as may be agreed to by Majority Lenders; provided, furtherhowever, that if any portion of such the Net Cash Proceeds that are subject to the immediately preceding proviso are not so actually reinvested within such 180 calendar day period, such unused portion the applicable time period shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly prepaid in accordance with this Section 3.04(c). (and in any event within two (2v) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings A mandatory prepayment under this Section 2.12 3.04(c) shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on not reduce the principal amount to be prepaid to but excluding the date of paymentaggregate Commitments.

Mandatory Prepayments. In the event that the Borrower (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Excluded Issuance and any Indebtedness permitted by Section 7.2(a) through (s)) an amount equal to 50% of its Subsidiaries (i) receives any such Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of Capital Stock and 100% of the Net Cash Proceeds in the case of Indebtedness shall be applied by the Borrower on the date of receipt thereof by such Group Member toward the prepayment of the Loans as set forth in Section 2.9(e). (b) If on any Debt Issuancedate any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, Equity Issuance or Asset Saleunless a Reinvestment Notice shall have been timely delivered in respect thereof, in an amount equal to 100% of such Net Cash Proceeds not shall be applied by or on behalf of the Borrower no later than two Business Days following the receipt by end of the Borrower or fiscal month in which such Subsidiary Net Cash Proceeds are received (or, if the aggregate amount of such Net Cash Proceeds is less than $15,000,000, no later than the end of the fiscal month following the fiscal month in which such Net Cash Proceeds are received) toward the prepayment of the Loans as set forth in Section 2.9(e); provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to Reinvestment Notices shall not exceed $100,000,000 in any fiscal year of the Borrower and (ii) in the case of any Qualifying Term Loan Facilityon each Reinvestment Prepayment Date, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.9(e). (c) If, for (i) the period from the first anniversary of the Closing Date through the end of the then current fiscal year of the Borrower or (ii) any Asset Sale fiscal year of the Borrower thereafter, there shall not be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Loans as set forth in Section 2.9(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be applied delivered to the extent Lenders and (ii) the date such Net Cash Proceeds financial statements are reinvested in, or applied to actually delivered. (d) Following the replacement or repair of assets to be used in, the business establishment of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt Receivable Financing Transaction by the Borrower or such Subsidiary any of any such its Domestic Subsidiaries, an amount equal to 100% of the Net Cash Proceeds and/or thereof shall be promptly applied by or on behalf of the effectiveness Borrower toward the prepayment of such definitive documentation, the Loans as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All set forth in Section 2.9(e). (e) Amounts to be applied in connection with prepayments of Borrowings under made pursuant to this Section 2.12 2.9 shall be subject made ratably among the Lenders of the Loans. The application of any prepayment made pursuant to this Section 2.172.9 shall be made, but shall otherwise be without premium or penaltyfirst, and to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid, the Exit Fee owing pursuant to Section 2.6(a) (if applicable) and, if a Eurodollar Loan is prepaid on any day other the last day of the Interest Period applicable thereto, the Borrower shall also pay amounts owing pursuant to Section 2.18.

Mandatory Prepayments. In Not later than the event that third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale Prepayment Event (including pursuant to a sale and leaseback transaction and by way of merger or consolidation) of any property or asset of any Company (including the sale, transfer or other disposition of Equity Interests of any such Company), the Borrower shall apply or any cause to be applied 100% of its Subsidiaries the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.11(f); provided that (i) receives any if such Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or are Non-Core Asset Sale consummated Proceeds, such Net Cash Proceeds shall be applied to the prepayment of the Loans after (and only after) the prepayment in full of the Second Lien Loans under the Second Lien Credit Agreement (and the Borrower shall apply such Net Cash Proceeds to the Second Lien Loans in accordance with the Second Lien Credit Agreement as in effect on or after the Effective Date or date hereof); (ii) enters into definitive documentation for any Qualifying Term Loan Facilitywith respect to Net Cash Proceeds that are not Non-Core Asset Sale Proceeds, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof)that, (i) in after giving effect to the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% application of such Net Cash Proceeds not later to the prepayment of the Loans in accordance with this Section 2.11(b), the Consolidated Total Leverage Ratio would be less than two Business Days following the receipt by the Borrower or such Subsidiary of 2.75:1.00, such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal shall be applied pro rata to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness prepayment of the definitive documentation Loans and to the prepayment of the Second Lien Loans under the Second Lien Credit Agreement as in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be effect on the date hereof (and the amount required to be prepaid under this subsection (b) shall be reduced by the amount so applied to the extent prepayment of the Second Lien Loans); and (iii) if such Net Cash Proceeds are reinvested inSpecified Asset Sale Proceeds, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings prepayment under this Section 2.12 2.11(b) shall not be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentrequired.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If, as of the last day of any Net Cash Proceeds arising from any Debt Issuancemonth, Equity Issuance (A) the sum of (x) the aggregate outstanding principal balance of the Term Loans on such date, plus (y) the aggregate outstanding principal balance of the LC Obligations on such date, plus (z) the Letter of Credit Usage on such date exceeds (B) the Borrowing Base (such excess being referred to as the "Limiter Excess"), then Borrowers shall, within 3 Business Days thereafter, prepay, without penalty or Asset Sale consummated on or after premium, the Effective Date or outstanding principal amount of the Obligations in accordance with Section 2.4(e) in an aggregate amount equal to the Limiter Excess. (ii) enters into definitive documentation for Immediately upon the receipt by any Qualifying Term Loan FacilityParty of the proceeds of any voluntary or involuntary sale or disposition by any Loan Party of property or assets constituting Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions (other than clause (l) of the definition of Permitted Dispositions)), then the Borrower Borrowers shall prepay the outstanding 364principal amount of the Obligations in accordance with Section 2.4(e) in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, (C) the monies are held in a cash collateral account in which Agent has a perfected first-Day Tranche Loans priority security interest, and (D) the applicable Loan Party completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Loan Parties shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Loan Parties unless and to the extent thereof)that such applicable period shall have expired without such replacement, (i) purchase or construction being made or completed, in which case, any amounts remaining in the case cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(e). Nothing contained in this Section 2.4(d)(ii) shall permit Loan Parties to sell or otherwise dispose of any Debt Issuanceproperty or assets other than in accordance with Section 6.4. (iii) Immediately upon the receipt by any Loan Party of any Extraordinary Receipts with respect to Collateral, Equity Issuance or Asset Sale, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(e) in an amount equal to 100% of such Net Cash Proceeds not later Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by any Loan Party of any Indebtedness (other than two Business Days following Indebtedness permitted under Section 6.1) or the receipt issuance by any Loan Party of any shares of Loan Parties' Stock (other than in the Borrower or event that any Loan Party forms a Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to any such Net Cash Proceeds and (iiLoan Party), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(e) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness 100% of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds received by such Person in connection with respect to any Asset Sale such issuance or incurrence. The provisions of this Section 2.4(d)(iv) shall not be required deemed to be applied implied consent to the extent any such Net Cash Proceeds are reinvested in, issuance or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt incurrence otherwise prohibited by the Borrower or such Subsidiary terms and conditions of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Mandatory Prepayments. In (a) If a Change of Control occurs that has not been consented to in writing by Agent prior to the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuanceconsummation thereof, Equity Issuance or Asset Sale consummated on or after prior to the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityfirst Business Day following the date of such Change of Control, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Loan and all other Obligations (other than, indemnity obligations that are not then due and payable or with respect to which no claim has been made) in full in cash together with accrued interest thereon to the extent thereof)date of such prepayment and all other amounts owing to Agent and Lenders under the Loan Documents and the Revolving Advance Prepayment Additional Interest and Term Loan Prepayment Additional Interest that would be payable on such date, (i) in and whereupon the case Revolving Loan Commitments shall be terminated; provided, that if such event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the benefit of any Debt Issuancethe Lenders, Equity Issuance or Asset Sale, in an amount equal to the sum of the Revolving Commitment Lockout Period Additional Interest and the Term Loan Lockout Period Additional Interest; provided further that any such prepayment shall be in compliance with Section 6.16 hereof. (b) In addition to and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (a) sells any Pledged Lease or other material assets or other properties, (b) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (c) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower (or such Subsidiary lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account, and the Revolving Advance Prepayment Additional Interest provided for in clause (i) of the definition thereof, provided, that if such Net Cash Proceeds event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the benefit of the Lenders, an amount equal to the amount of interest that would have accrued on the sum of the principal balance of the Loan plus projected further utilization of the Loan hereunder (as determined by Agent in its Permitted Discretion), from such date of prepayment to May 14, 2021, at a per annum rate equal to the Calculated Rate. (c) In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the case necessity of any Qualifying Term notice or demand, whether or not a Default or Event of Default has occurred or is continuing, prepay the principal balance of the Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness difference between the then aggregate outstanding principal balance of the definitive documentation in respect thereofRevolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (including due to any Eligible Lease thereafter failing to meet the eligibility criteria and becoming an Ineligible Lease; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, furtherhowever, that if such Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxx) of the definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the earlier of its discovery or receipt of notice thereof to comply with this clause(c) of Section 2.6), then Borrower shall without the necessity of any portion notice or demand, whether or not a Default or Event of such Net Cash Proceeds that are subject Default has occurred or is continuing, either (x) prepay the principal balance of the Loan in an amount equal to the immediately preceding proviso are not difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at that the end Borrowing Base is equal to or exceeds the then outstanding principal balance of such period to the 364-Day Tranche LoansLoan. The Borrower shall promptly (pledge and in any event within two (2) Business Days of receipt) notify the Administrative delivery to Agent of additional Eligible Leases shall comply with the receipt by the Borrower or such Subsidiary document delivery requirements set forth in Sections 2.9 and 4.2 of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationthis Agreement, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the outstanding unpaid interest on principal balance of the principal amount Loan is equal to be prepaid to but excluding or less than the date of paymentBorrowing Base.

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceDomestic Subsidiary that is a Restricted Subsidiary, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following thereof shall be applied on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (i) the Borrower shall not be required to prepay the Term Loans pursuant to this paragraph (b) in excess of the amount such that the Total Senior Secured Leverage Ratio immediately after such prepayment would be equal to or less than the Total Senior Secured Leverage Ratio immediately prior to effecting such Asset Sale (the amount of Net Cash Proceeds not required to prepay the Term Loans as a result of this provision is herein referred to as “Excess Sale Proceeds”), (ii) during any fiscal year, the Borrower shall not be permitted to deliver a Reinvestment Notice in respect of such Net Cash Proceeds to the case extent that after giving effect to such Asset Sale or Recovery Event, such Net Cash Proceeds, together with all other Net Cash Proceeds of any Qualifying all such Asset Sales and Recovery Events received in such fiscal year, would exceed 5% of Consolidated Total Assets, (iii) on each Reinvestment Prepayment Date, the Term Loan Facility, Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (iv) on the date (the “Trigger Date”) that is one year after any Asset Sale such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2008, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent. Notwithstanding the foregoing, all mandatory prepayments pursuant to this Section 2.12(c) shall be limited to the extent that the Borrower reasonably determines that such mandatory prepayments would result in adverse tax consequences related to the repatriation of funds in connection therewith by Foreign Subsidiaries of the Borrower; provided that any amount so excluded from any such mandatory prepayment pursuant to the operation of this sentence shall not increase the Available Amount pursuant to clause (a)(i) of the definition thereof. (d) Amounts to be required applied in connection with prepayments pursuant to Section 2.12 shall be applied to the extent such Net Cash Proceeds are reinvested in, or applied to prepayment of the replacement or repair of assets to be used in, the business Term Loans in accordance with Section 2.18(b) until paid in full. The application of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject prepayment pursuant to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject made, first, to Base Rate Loans and, second, to LIBO Rate Loans. Each prepayment of the Term Loans under Section 2.17, but shall otherwise be without premium or penalty, and 2.12 shall be accompanied by accrued and unpaid interest to the date of such prepayment on the principal amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12(a) through (c) above (which, for the avoidance of doubt, includes prepayments of any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for the avoidance of doubt, includes any Lender holding a New Term Loan) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Mandatory Prepayment Date, the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of the offer to prepay contained in such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above; provided that, following such offer and application, any amount remaining unapplied shall be returned to but excluding the date of paymentBorrower.

Mandatory Prepayments. In (i) If an Event of Loss shall occur, the Borrowers shall prepay in full the unpaid principal amount of the then outstanding Second Term Note, together with accrued interest thereon to the date of prepayment and all other amounts owing hereunder and under the Collateral Security Documents, on the earlier of (A) the date occurring 60 days after the date of such Event of Loss and (B) the date on which insurance proceeds are received with respect to such Event of Loss. (ii) Notwithstanding anything to the contrary otherwise contained in this Agreement, in the event that (A) the Senior Loan Termination Date has not occurred on or before September 4, 1997, (B) the principal amount of the Senior Obligations is increased (other than in accordance with the terms of the Senior Loan Agreement as in effect on the date hereof) to an amount in excess of the principal amount of the Senior Obligations outstanding on the Closing Date, or (C) the Term Loan Interest Rate (as defined in the GE Capital Loan Agreement) is modified such that it is greater than 8.33%, the Obligations shall become immediately due and payable and the Borrowers shall, within three (3) days of such event, prepay in full the unpaid principal amount of the then outstanding Second Term Note, together with accrued and unpaid interest thereon to the date of prepayment and all other amounts owing hereunder and under the Collateral Security Documents. (iii) Notwithstanding anything to the contrary otherwise contained in this Agreement, in the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceBorrowers and the Lender consummate the transactions contemplated by that certain commitment letter dated October 17, Equity Issuance or Asset Sale consummated on or after 1996, Lender's commitment to make advances under the Effective Date or (ii) enters into definitive documentation for any Qualifying Second Term Loan Facility, then shall terminate and the Borrower Obligations shall prepay the outstanding 364-Day Tranche Loans (be refinanced pursuant to the extent thereof), (i) revolving credit facility described in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentcommitment letter.

Mandatory Prepayments. In (a) On each Quarterly Payment Date, Alcan shall cause one or more Borrowers to prepay Loans to the extent (if any) required so that on such Quarterly Payment Date, after giving effect to such prepayments, the Total Usage does not exceed the Total Commitments. (b) If on any day the Total Usage exceeds 105% of the Total Commitments, the Administrative Agent shall notify Alcan and the Lenders that Alcan is required to prepay Loans pursuant to this subsection. Within three Euro-Dollar Business Days after receiving such notice, Alcan shall cause one or more Borrowers to prepay Loans to the extent required so that, after giving effect to such prepayments, the Total Usage does not exceed the Total Commitments. (c) If on or before the first day of any Interest Period applicable to any Group of Alternative Currency Loans, there shall occur any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the opinion of the Administrative Agent makes it impracticable for such Group of Loans to continue to be denominated in the relevant Alternative Currency, the Administrative Agent shall forthwith give notice thereof to Alcan and the Lenders, in which event that such Group of Loans shall be converted to Base Rate Loans at the Borrower or any Spot Conversion Rate on the later of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date last day of the immediately preceding Interest Period or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364first Euro-Currency Business Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify after the Administrative Agent of gives such notice to Alcan and the receipt by Lenders. If the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness date of such definitive documentationconversion is determined pursuant to the foregoing clause (ii), as applicablesuch Group of Loans shall bear interest, for each date from and including the Administrative Agent will promptly notify each Lender last day of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid immediately preceding Interest Period to but excluding the date of payment.such conversion, at a rate per annum determined as provided in Section

Mandatory Prepayments. In (a) If on any Determination Date, the event that Aggregate Outstanding Extensions of Credit exceed 100% of the Revolving Credit Commitments then in effect, the Company shall, without notice or demand, within three Business Days after such Determination Date, repay (or cause the relevant Subsidiary Borrower or any to repay) such of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans in an aggregate principal amount such that, after giving effect thereto, the Aggregate Outstanding Extensions of Credit do not exceed the Revolving Credit Commitments then in effect. (b) The application of any prepayment pursuant to this Section 2.8 shall be made first to ABR Loans and second to Eurodollar Revolving Credit Loans and/or Fronted Loans; provided, that if on the extent thereof)date on which such prepayment is required to be made the aggregate outstanding amount of ABR Loans and Eurodollar Revolving Credit Loans and Fronted Loans having an Interest Period expiring on such date is less than the amount required to be prepaid, then, on such date, the Company may, at its option, (i) in prepay or cause to be prepaid other Eurodollar Revolving Credit Loans or Fronted Loans selected by the case of any Debt Issuance, Equity Issuance or Asset Sale, Company in an amount equal up to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and remaining amount required to be prepaid and/or (ii) in the case if no Default or Event of Default shall have occurred and be continuing, place any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not amounts which would otherwise be required to be applied used to prepay such other Eurodollar Revolving Credit Loans or Fronted Loans in an interest-bearing cash collateral account established with the extent such Net Cash Proceeds are reinvested in, or applied to Administrative Agent for the replacement or repair of assets to be used in, the business of any benefit of the Borrower and its Subsidiaries within 180 calendar days Lenders until the expiration of receipt thereof; providedthe Interest Periods applicable thereto, further, that if any portion of at which time such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion amounts shall be applied immediately at the end of to prepay such period to the 364-Day Tranche Eurodollar Revolving Credit Loans or Fronted Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent Each prepayment of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and 2.8 (other than ABR Loans) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid.

Mandatory Prepayments. In the event that the Borrower or any Mandatory repayments of its Subsidiaries Term Loans from (i) receives 100% of the net cash proceeds of any Net Cash Proceeds arising from any Debt Issuanceasset sales and dispositions (including insurance, Equity Issuance or Asset Sale consummated on or after condemnation and casualty events), subject to exceptions and reinvestment rights substantially as set forth in the Effective Date or Draft OpCo Credit Agreement, (ii) enters into definitive documentation 100% of the net proceeds from issuance or incurrence of debt, subject to exceptions substantially as set forth in the Draft OpCo Credit Agreement, (iii) 100% of the net proceeds from issuances of equity by, or capital contributions to, New OpCo Holdings and its Subsidiaries, subject to exceptions substantially as set forth in the Draft OpCo Credit Agreement (including for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (equity proceeds specifically used to the extent thereoffinance permitted investments and capital expenditures), (iiv) a portion to be mutually agreed of the net proceeds from issuances of equity by, or capital contributions to, any direct or indirect parent of New OpCo Holdings, subject to exceptions to be mutually agreed, (v) commencing with the fiscal year ended December 31, 2011, 75% (with step downs based on meeting a Total Leverage Ratio (as defined in the case Draft OpCo Credit Agreement) to be mutually agreed and so long as no default or event of any Debt Issuancedefault under the Senior Secured Facilities is in existence) of annual excess cash flow (to be defined on a basis to be mutually agreed) of New OpCo Holdings and its subsidiaries, Equity Issuance or Asset Sale, in an amount equal to and (vi) 100% of such Net Cash Proceeds not later the net cash proceeds of any amounts received in repayment, or otherwise on account, of any loan or advance made to a Native American tribe pursuant to any Native American contract relating to a Native American project (including all reimbursements from the Gun Lake project after the Closing Date but excluding reimbursements from the Gun Lake project received on the Closing Date (other than two Business Days following any Excess Gun Lake Reimbursement)). Notwithstanding the receipt by foregoing, if any default or event of default exists at the Borrower or such Subsidiary time of such Net Cash Proceeds any mandatory repayment of Term Loans otherwise required above, Swing Line Loans, Revolving Loans and (ii) Letters of Credit shall first be repaid and/or cash collateralized, as applicable, in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be otherwise required to be applied to the extent such Net Cash Proceeds are reinvested inTerm Loans (with no permanent reduction in commitments under the Revolving Credit Facility, so long as no payment or applied to the replacement bankruptcy default or repair event of assets default exists), with any excess to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject applied as otherwise required above (without regard to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsentence).

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If any Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then U.S. Borrower shall promptly notify Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds arising from any Debt Issuanceto be received by such Loan Party or such Subsidiary in respect thereof) and, Equity Issuance promptly upon receipt by such Loan Party or Asset Sale consummated on such Subsidiary of the Net Cash Proceeds of such Disposition or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityEvent of Loss, then the U.S. Borrower shall prepay prepay, or cause to be prepaid, the outstanding 364-Day Tranche Loans Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (w) proceeds from a Disposition or Event of Loss relating to Property of a Canadian Loan Party or its Subsidiaries shall only be applied to the extent thereofObligations owing by the Canadian Loan Parties (unless and until such proceeds are distributed to a U.S. Loan Party), (ix) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of U.S. Borrower not exceeding $500,000 (or its U.S. Dollar Equivalent) in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Debt IssuanceDisposition not covered by clause (y) above, Equity Issuance so long as no Default or Asset SaleEvent of Default then exists, if U.S. Borrower states in an amount equal its notice of such event that the relevant Loan Party or Subsidiary intends to 100% reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then U.S. Borrower shall not be required to make, or cause to be made, a mandatory prepayment under this subsection in respect of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are actually reinvested inin such similar assets with such 90 day period. Promptly after the end of such 90 day period, U.S. Borrower shall notify Administrative Agent whether the relevant Loan Party or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, U.S. Borrower shall promptly prepay, or applied to the replacement or repair of assets cause to be used inprepaid, the business of any of Obligations in the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion amount of such Net Cash Proceeds that are not so reinvested. The amount of each such prepayment shall be applied, subject to clause (w) above, first to the immediately preceding proviso are not outstanding Term Loans until paid in full and then to the Revolving Credit, provided in each case that proceeds relating to Eligible Inventory and Eligible Receivables then included in the U.S. Borrowing Base or Canadian Borrowing Base shall first be applied to the relevant Revolving Credit. If Administrative Agent or the Required Lenders so reinvested within request, all proceeds of such 180 calendar day period, such unused portion Disposition or Event of Loss shall be applied immediately deposited with Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at U.S. Borrower’s direction for application to or reimbursement for the end costs of replacing, rebuilding or restoring such period to Property. (ii) If after the 364-Day Tranche Loans. The Closing Date any Loan Party or any Subsidiary of a Loan Party shall issue any Indebtedness, other than Indebtedness permitted by Section 7.1, U.S. Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the relevant Loan Party or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower relevant Loan Party or such Subsidiary of any Net Cash Proceeds of such issuance, U.S. Borrower shall prepay, or cause to be prepaid, the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt Proceeds. The amount of each such noticeprepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit (applied as between the U.S. Revolving Credit and the Canadian Revolving Credit as Administrative Agent shall determine in its discretion). All U.S. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.1 or any other terms of the Loan Documents. (iii) U.S. Borrower shall, on each date the U.S. Revolving Credit Commitments are reduced pursuant to Section 2.15, prepay the U.S. Revolving Loans, Swing Loans, and, if necessary, prefund the U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, Swing Loans, and U.S. L/C Obligations then outstanding to the amount to which the U.S. Revolving Credit Commitments have been so reduced. Canadian Borrower shall, on each date the Canadian Revolving Credit Commitments are reduced pursuant to Section 2.15, prepay the Canadian Revolving Loans and, if necessary, prefund the Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans and Canadian L/C Obligations then outstanding to the amount to which the Canadian Revolving Credit Commitments have been so reduced. (iv) If at any time the sum of the unpaid principal balance of the U.S. Revolving Loans, Swing Loans, and U.S. L/C Obligations then outstanding shall be in excess of the U.S. Borrowing Base as then determined and computed, U.S. Borrower shall immediately and without notice or demand pay over the amount of the excess to Administrative Agent for the account of the U.S. Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the U.S. Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the U.S. Letters of Credit. If at any time the U.S. Dollar Equivalent of the sum of the unpaid principal balance of the Canadian Revolving Loans and Canadian L/C Obligations then outstanding shall be in excess of the Canadian Borrowing Base as then determined and computed (on a U.S. Dollar Equivalent basis), Canadian Borrower shall immediately and without notice or demand pay over the amount of the excess to Administrative Agent for the account of the Canadian Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Canadian Revolving Loans until paid in full with any remaining balance to be held by Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Canadian Letters of Credit. (v) If at any time the U.S. Dollar Equivalent of the sum of the unpaid principal balance of the Canadian Revolving Loans and Canadian L/C Obligations then outstanding shall be in excess of the Canadian Revolving Credit Commitments, Canadian Borrower shall immediately and without notice or demand pay over the amount of the excess to Administrative Agent for the account of the Canadian Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Canadian Revolving Loans until paid in full with any remaining balance to be held by Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Canadian Letters of Credit. (vi) Unless the relevant Borrower otherwise directs, prepayments of Borrowings Loans under this Section 2.12 2.9(b) shall be subject applied first to Borrowings of Base Rate Loans (or, in case of Loans in Canadian Dollars owing by Canadian Borrower, Borrowings of Canadian Prime Rate Loans) until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.17, but shall otherwise be without premium or penalty, and 2.9(b) shall be accompanied made by accrued and unpaid interest on the payment of the principal amount to be prepaid and, in the case of any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to but excluding the date of paymentprepayment together with any amounts due the Lenders under Section 3.3. Each prefunding of L/C Obligations shall be made in accordance with Section 8.4.

Mandatory Prepayments. In (a) Not later than thirty (30) Business Days following receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition or Recovery Event, the Borrower shall prepay the Obligations in accordance with Section 2.12(c) in an amount equal to such Net Cash Proceeds; provided that such prepayment shall not be required (i) if the Borrower has notified the Administrative Agent prior to the expiration of such 30-Business Day period that such Net Cash Proceeds are to be used to repair or replace the property subject to such Disposition or Recovery Event or to acquire other property useful in the business of the Borrower or its Subsidiaries, and either such use or acquisition shall occur, or a binding commitment for such use or acquisition shall have been entered into, within one year of the date of such Disposition or Recovery Event, (ii) if the aggregate amount of such Net Cash Proceeds that arc not reinvested or committed for such reinvestment in accordance with the foregoing clause (i) hereof is less than or equal to (x) with respect to the Net Cash Proceeds of Dispositions, $10,000,000 in any Fiscal Year and (y) with respect to the Net Cash Proceeds of Recovery Events, $1,000,000 in any Fiscal Year and (iii) in the event such Disposition occurs outside of the United States, if the Borrower has reasonably determined that the repatriation of such Net Cash Proceeds, and the related prepayment required pursuant to this clause (a), would cause a material adverse tax consequence on the Borrower; provided further that if the Borrower shall fail to reinvest such Net Cash Proceeds within such one-year period but shall have notified the Administrative Agent prior to the expiration of such one-year period in writing of an Investment that the Borrower has committed to make with such Net Cash Proceeds, then such one-year reinvestment period shall be extended for an additional 180 days. (b) Promptly upon (but in any event no later than one (1) Business Day following) the receipt by the Borrower or any of its Subsidiaries (i) receives of any Net Cash Proceeds arising from any Debt IssuanceCure Amounts, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (iObligations in accordance with Section 2.12(c) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt Proceeds. (c) Any prepayments made by the Borrower pursuant to Sections 2.12(a) or such Subsidiary (b) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such Net fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans, the Add-On Term Loans and the Incremental Term Loan A on a ratable basis, until all of the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of each respective Term Loan, the Add-On Term Loans and the Incremental Term Loan A and applied to the principal installments of the Term Loans, the Add-On Term Loans and the Incremental Term Loan A on a pro rata basis; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Proceeds Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and Lenders (excluding any Defaulting Lender) holding more than 50% of the Revolving Commitments so request. (d) If at any time (i) the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, (ii) in the case Revolving Dollar Credit Exposure of any Qualifying Term Loan Facilityall Dollar Lenders exceeds the aggregate Dollar Commitments or (iii) the Revolving Multicurrency Credit Exposure of all Multicurrency Lenders exceeds the aggregate Multicurrency Commitments, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately, upon the earlier of demand from the Administrative Agent or knowledge of a Responsible Officer of the Borrower, repay Swingline Loans (if such excess is with respect to the Multicurrency Commitment) and applicable Revolving Loans in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedexcess, that any such Net Cash Proceeds together with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied first to the principal Swingline Loans (if such excess is with respect to the Multicurrency Commitment) to the full extent thereof, second, within the affected Class, first to the Base Rate Loans to the full extent thereof, and then to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, (i) the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments or (ii) the Revolving Multicurrency Credit Exposure of all Lenders exceeds the aggregate Multicurrency Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to be prepaid to but excluding the date of paymentsuch excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If any Stock (including Stock issued pursuant to a Subject Securities Issuance or a Permitted IPO, but excluding Net Cash Proceeds arising from of any issuance of Stock in connection with employee and director stock option plans granted in the ordinary course of business or pursuant to existing warrants, options or other acquisition rights granted in the ordinary course of business) or Debt Issuance, Equity Issuance shall be issued or Asset Sale consummated on or after incurred by any Company (other than Permitted Debt (other than Debt permitted under CLAUSES (h) and (k) of the Effective Date or definition of Permitted Debt except in each case of clauses (iih) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans and (to the extent thereofk), (i) Debt incurred in the case ordinary course of any Debt Issuancebusiness)), Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two thereof shall be applied within the first Business Days Day following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and toward the prepayment of the Term Loans. (ii) in the case of If on any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that date any Company shall receive Net Cash Proceeds from any Asset Sale then such Net Cash Proceeds with respect to any Asset Sale shall not be applied within the first Business Day following receipt of such Net Cash Proceeds toward the prepayment of the Term Loans, provided that (A) no such prepayment shall be required until the aggregate Net Cash Proceeds of all such Asset Sales subsequent to be applied the Closing Date exceed $25,000,000 and then only to the extent such aggregate Net Cash Proceeds exceed $25,000,000 and (B) to the extent such Net Cash Proceeds are reinvested in, Net Cash Proceeds of a casualty or applied to the replacement or repair of assets to be used incondemnation event, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of relevant Company shall be permitted to reinvest such Net Cash Proceeds that are to replace or repair the assets which were the subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any casualty or condemnation event within two 270 days after the occurrence thereof (2) Business Days of receipt) notify such Company shall deliver a notice to the Administrative Agent prior to the required prepayment date of the receipt by the Borrower or such Subsidiary of any its intent to so reinvest such Net Cash Proceeds and/or and, to the effectiveness extent not so reinvested during such period, the portion of the Net Cash Proceeds which have not been so reinvested shall be applied to prepay the Term Loans on the last day of such definitive documentationperiod). (iii) For purposes of this Section, as applicable, and the Administrative Agent will promptly notify each Lender Net Cash Proceeds of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 an Accounts Receivable Financing shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied treated as Net Cash Proceeds of the incurrence of Debt by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymenta Company.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives (x) If any Prepayment Event under any of clauses (a) through (d) of the defined term “Prepayment Event” occurs, then, to the extent of any remaining Net Cash Proceeds arising from any Debt Issuancereceived by the Loan Parties on account thereof after application of such proceeds to outstanding ABL Obligations in accordance with the ABL Loan Agreement, Equity Issuance or Asset Sale consummated on or after the Effective Date or (iiy) enters into definitive documentation for if any Qualifying Term Loan FacilityPrepayment Event under clause (e) of the defined term “Prepayment Event” occurs, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Borrowers shall, within five (to the extent thereof), 5) Business Days (i) or immediately in the case of any Debt Issuanceincurrence of any Indebtedness that is not Permitted Indebtedness) after receipt of suchthe Net Proceeds of each such Prepayment Event, Equity Issuance or Asset Sale, prepay the Term Loans in an amount equal to 100% such remaining Net Proceeds (or remaining Net Proceeds, as applicable), together with any applicable Prepayment Premium in the amount specified in the Agent Fee Letter; provided, however, that (x) notwithstanding anything to the contrary in the Agent Fee Letter, no Prepayment Premium shall become due and payable in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event”, (y) no prepayment shall be required in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event” if such Net Cash Proceeds prepayment would not later than two Business Days following then be permitted pursuant to Section 8(y) of the receipt ABL Loan Agreement (as in effect on the Fifth Amendment Effective Date) and (z) the Borrowers shall be permitted to replace, repair, restore or rebuild Collateral that is subject to any casualty or other insured damage or any taking under power of eminent domain or by the Borrower condemnation or such Subsidiary similar proceeding of such Net Cash Proceeds (and payments in lieu thereof), so long as (i) no Default or Event of Default has occurred and is continuing and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect on account of such Prepayment Event not used to any Asset Sale replace, repair, restore or rebuild such Collateral within 180 days after the receipt of such Net Proceeds shall not be required to be applied to the extent such Net Cash Proceeds prepayment of the Term Loans in accordance with this Section 2.6(b)(i) and Section 2.6(c). (ii) If all Commitments under (and as defined in) the ABL Loan Agreement are reinvested in, or applied terminated prior to the replacement or repair of assets to be used Scheduled Maturity Date under (and as defined in) the ABL Loan Agreement, the business of any Borrowers shall immediately prepay all of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) The Borrower shall, on the date of termination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (b) Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Prepayment Property Loss Event, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or such Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(e); provided, however, that, except as provided in the next sentence, if (x) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries and (y) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default under clause (a), (b), (g) or (h) of Article 7 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 12 months after the date of receipt of such Net Cash Proceeds (or, within such 12 month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such 12 month period); provided, however, that if any Net Cash Proceeds are not reinvested on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within five (5) Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso). (c) No later than the tenth Business Day following the delivery of the Section 5.04 Financials (commencing with the fiscal year ended December 31, 2012), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the sum of the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 and Section 2.13(b) plus the aggregate principal amount of Second Lien Loans prepaid pursuant to Section 2.12 and Section 2.13(b) of the Second Lien Credit Agreement, as applicable, during such fiscal year or on or prior to the date such payment is required to be made (without duplication in any succeeding period), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (d) In the event that the Borrower or any of its Restricted Subsidiaries (i) receives any shall receive Net Cash Proceeds arising from the issuance or incurrence of Indebtedness (other than any Debt Issuancecash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay no later than the outstanding 364-tenth Business Day Tranche Loans (to next following the extent thereof)receipt of such Net Cash Proceeds, (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by to prepay outstanding Term Loans in accordance with Section 2.13(e). In addition, if at any time the Borrower or such Subsidiary any of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilityits Restricted Subsidiaries makes a voluntary prepayment, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds repurchase or redemption with respect to any Asset Sale Additional Pari Passu Notes or any Credit Agreement Refinancing Indebtedness with respect thereto, the Borrower shall, simultaneously therewith, prepay a percentage of the aggregate outstanding principal amount of the Term Loans equal to the percentage of the aggregate principal amount of Additional Pari Passu Notes (or series thereof) or Refinancing Indebtedness so prepaid. (e) All prepayments required by Sections 2.13(b), (c) and (d) shall not be required to be applied to the extent repayment of the Term Loans until paid in full (applied against the remaining scheduled installments of principal due in respect of the Term Loans as directed by the Borrower or, in the absence of such Net Cash Proceeds are reinvested indirection, or in the direct order of maturity). Mandatory prepayments of Term Loans and any Incremental Term Loans, in each case, required by Sections 2.13(b), (c) and (d) shall be applied ratably among the outstanding Term Loans and Incremental Term Loans. (f) With respect to the replacement or repair of assets to be used inany prepayment required by Sections 2.13(b), (c) and (d), the business of any of Borrower may, in its sole discretion, give the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any Term Lenders the option to elect not to accept all or a portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loansprepayment. The Borrower shall promptly notify the Administrative Agent of its election to grant such option to the Term Lenders on or before the applicable date set forth in Section 2.13(b), (c) or (d) for such prepayment. Promptly after the receipt of such notice, the Administrative Agent shall provide written notice to the Term Lenders of the option granted by the Borrower. Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 1:00 p.m. no later than two (2) Business Days after the date of such notice from the Administrative Agent. On such date the Administrative Agent shall then provide written notice to the Borrower of the Lenders declining such prepayment, the amount so declined and the aggregate amount of such prepayment. Notwithstanding anything herein to the contrary, the Borrower shall prepay the Loans as set forth in any event Section 2.13(b), (c) or (d) within two (2) Business Days after its receipt of receipt) notify notice from the Administrative Agent of the receipt aggregate amount of such prepayment, and amounts declined by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 Term Lenders shall be subject applied to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied the repayment of the Second Lien Loans to the extent required by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentSecond Lien Credit Agreement.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives Scheduled mandatory prepayments with respect to any Term Loans shall be set forth in the applicable Incremental Amendment Documentation for the applicable Incremental Term Credit. Notwithstanding anything in any Loan Document to the contrary, to the extent not previously irrevocably paid in full in cash, all Term Loans shall be due and payable on the Term Loan Maturity Date. (ii) Borrower shall (A) on each date the Revolving Credit Commitments are reduced pursuant to Section 2.13, prepay the Revolving Loans and Swing Loans by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and Swing Loans then outstanding to the amount to which the Revolving Credit Commitments have been so reduced and (B) on each date on which the sum of the aggregate outstanding principal amount of Revolving Loans and Swing Loans exceeds the aggregate Revolving Credit Commitment, prepay the Revolving Loans and Swing Loans in an aggregate principal amount equal to such excess. (iii) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Issuance by any Loan Party or of any Equity Issuance or by any Loan Party, Borrower shall make prepayments in accordance with Section 2.7(b)(vi) in an aggregate principal amount equal to 100% of such Net Cash Proceeds. (iv) Upon and at all times after the issuance of a Term Loan under this Agreement, not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale in excess of $25,000,000 by any Loan Party, in Borrower shall apply an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary in excess of such Net Cash Proceeds and (ii) $25,000,000 to make prepayments in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofaccordance with Section 2.7(b)(vi); provided, however, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested inrealized under an Asset Sale described in this Section 2.7(b)(iv), or applied at the election of Borrower (as notified by Borrower to the replacement Administrative Agent in writing on or repair prior to the date of assets to such Asset Sale), and so long as no Event of Default shall have occurred and be used incontinuing, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if or other Loan Party may reinvest all or any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not in fixed or capital assets of any Loan Party, so reinvested long as within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of 365 days after the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and reinvestment transactions shall have been consummated (which Borrower shall deliver to the Administrative Agent will a certificate from a Financial Officer setting forth the estimates of the proceeds to be so expended and a description of the intended use of such proceeds); provided that, if Borrower or such other Loan Party enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of any Loan Party within 365 days of the receipt thereof, such Loan Party thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; and provided further, however, that any Net Cash Proceeds not reinvested in accordance with the terms of, and within the time frames set forth in, this Section 2.7(b)(iv) shall be promptly notify each Lender applied to the prepayment of its the Loans as set forth in this Section 2.7(b)(iv). ​ ​ ​ (v) Upon and at all times after the issuance of a Term Loan under this Agreement, not later than five (5) Business Days following the receipt of each any Net Cash Proceeds from a Casualty Event by any Loan Party, Borrower shall apply an amount equal to 100% of such notice. All Net Cash Proceeds to make prepayments of Borrowings under in accordance with Section 2.7(b)(vi); provided that Borrower shall not be required to make a prepayment in accordance with this Section 2.12 shall be subject 2.7(b)(v) if and to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied the extent that Borrower elects (as notified by accrued and unpaid interest on Borrower to the principal amount to be prepaid to but excluding Administrative Agent in writing within 15 days after the date of paymentsuch Casualty Event), and so long as no Event of Default shall have occurred and be continuing, to use such Net Cash Proceeds to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in fixed or capital assets of any Loan Party, no later than 365 days following the date of receipt of such proceeds (which Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer setting forth the estimates of the proceeds to be so expended and a description of the intended use of such proceeds); provided further that, if Borrower or such other Loan Party enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of any Loan Party within 365 days of the receipt thereof, such Loan Party thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; and provided further, however, that any Net Cash Proceeds not applied or reinvested in accordance with the terms of, and within the time frames set forth in, this Section 2.10(b)(v) shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.10(b)(v).

Mandatory Prepayments. The Borrower shall provide written notice to the Agent by 1:00 p.m. (New York time) one Business Day prior to any mandatory prepayment hereunder. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the event Loans shall be subject to mandatory prepayment as follows: (i) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Asset Dispositions permitted by Section 8.5(l) or Casualty Events within three (3) Business Days of the receipt of such Net Cash Proceeds by such Person; provided, however, that, other than with respect to Asset Dispositions consummated in accordance with Section 8.5(m) (for which the ability of any Loan Party or any Subsidiary thereof to reinvest proceeds shall be subject to the express written consent of the Agent), and so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower to the extent such Loan Party or such Subsidiary reinvests, within twelve (12) months of receipt of such Net Cash Proceeds, all or any portion of such Net Cash Proceeds in assets used in the business of the Loan Parties and their Subsidiaries; provided that if, prior to the expiration of such twelve (12) month period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the date that is six (6) months after the expiration of such twelve (12) month period, such twelve (12) month period shall be extended to an eighteen (18) month period; provided further, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the aggregate Net Cash Proceeds received in any calendar year from Asset Dispositions and Casualty Events is less than $5,000,000 (which amount shall be increased by any unused portion of such $5,000,000 exclusion from the immediately preceding year), (ii) Immediately upon the receipt by the Borrower or any Material Subsidiary of its Subsidiaries (i) receives any the Net Cash Proceeds arising from of any Prohibited Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an aggregate amount equal to 100% of such Net Cash Proceeds not later than two Business Days following Proceeds. (iii) the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an entire outstanding principal amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedLoans, that any such Net Cash Proceeds together with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest thereon and all fees and Lender Group Expenses payable by Borrower hereunder, shall become due and payable on the principal amount to be prepaid to but excluding the date of paymentTermination Date.

Mandatory Prepayments. In the event that the (i) If 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 Loss with respect to any Property, then Borrower shall promptly notify Bank of such proposed Disposition or Event of Loss (i) receives any including the amount of the estimated Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt be received by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided) and, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two five (25) Business Days of receiptDays) notify the Administrative Agent of the upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds and/or are applied to replace or restore the effectiveness relevant Property in accordance with the relevant Collateral Documents, and (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $250,000.00 in the aggregate so long as no Event of Default then exists. The amount of each such prepayment shall be applied first to the outstanding Term Loan until paid in full, then to CapEx Software Loans until paid in full and then to the Revolving Loans; provided that proceeds relating to Eligible Receivables then included in the Borrowing Base shall first be applied to the Revolving Loans. If Bank so requests, all proceeds of such definitive documentationDisposition or Event of Loss shall be deposited with Bank (or its agent) and held by it in the Collateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date, Borrower or any Subsidiary shall (x) issue new equity securities (whether common or preferred stock or otherwise, including, for the avoidance of doubt, any equity raise of any kind), other than common equity securities issued made after obtaining the prior written consent of Bank, or (y) sell equity securities (whether common or preferred stock or otherwise), other than (i) common equity securities of the Borrower issued to management, directors, and employees of the Borrower or any Subsidiary pursuant to any management, director and/or employee benefit plan or compensation plan, (ii) common equity securities issued by any Subsidiary of the Borrower to the Borrower so long as such issuance complies with the relevant provisions of the Security Agreement or (iii) equity securities sold after obtaining the prior written consent of Bank, Borrower shall promptly notify Bank of the estimated Net Cash Proceeds of such issuance or sale, as applicable, to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly (and in any event within three (3) Business Days) upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance or sale, as applicable, Borrower shall prepay the Administrative Agent will promptly notify each Lender Obligations in an aggregate amount equal to 100% of its receipt the amount of such Net Cash Proceeds. The amount of each such noticeprepayment shall be applied first to the outstanding Term Loan until paid in full, then to CapEx Software Loans until paid in full and then to the Revolving Loans. All Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Bank for any breach of Section 7.(5) (Maintenance of Subsidiaries) or Section 8.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date, Borrower or any Subsidiary shall (x) issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 7.1 hereof, or (y) sell any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money sold after obtaining the prior written consent of Bank, Borrower shall promptly notify Bank of the estimated Net Cash Proceeds of such issuance or sale, as applicable, to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly (and in any event within three (3) Business Days) upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance or sale, as applicable, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loan until paid in full, then to the CapEx Software Loans until paid in full and then to the Revolving Loans. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Bank for any breach of Section 7.1 or any other terms of the Loan Documents. (iv) If after the Closing Date, Borrower or any Subsidiary shall issue any Subordinated Debt or sell any Subordinated Debt, Borrower shall promptly notify Bank of the estimated Net Cash Proceeds of such issuance or sale, as applicable, to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly (and in any event within three (3) Business Days) upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance or sale, as applicable, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loan until paid in full, then to the CapEx Software Loans until paid in full and then to the Revolving Loans. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Bank for any breach of Section 7.1 or any other terms of the Loan Documents. (v) Within 10 days after receipt of Borrower’s year end audited financial statements, and in any event within 100 days after the end of each fiscal year of Borrower (commencing with the fiscal year ending as of December 31, 2016 and for each fiscal year thereafter), Borrower shall prepay the Obligations by an amount equal to the difference between (1) 50% (the “ECF Percentage”) of Excess Cash Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of Borrower and (2) any voluntary prepayments made on the Term Loan or CapEx Software Loans during such fiscal year; provided, however, that (a) for the fiscal year ending as of December 31, 2016, Excess Cash Flow shall be calculated for the period from the Closing Date to December 31, 2016, and (b) commencing with the fiscal year ending as of December 31, 2018, if the Total Funded Debt/EBITDA Ratio is less than 1.00 to 1.00 for two consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 6.5(b) or (c) in such fiscal year and no Default or Event of Default then exists, the ECF Percentage for such fiscal year shall be reduced to 0%. The amount of each such prepayment shall be applied first to the outstanding Term Loan until paid in full, then to the CapEx Software Loans until paid in full and then to the Revolving Loans. (vi) [Intentionally omitted]. (vii) Borrower shall, on each date the Revolving Credit Commitment is reduced pursuant to Section 2.13, prepay the Revolving Loans and, if necessary, Cash Collateralize the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitment has been so reduced. (viii) If at any time the sum of the unpaid principal balance of the Revolving Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate, Borrower shall immediately and without notice or demand pay over the amount of the excess to Bank as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until paid in full with any remaining balance to be applied to Cash Collateralize the L/C Obligations. (ix) Unless Borrower otherwise directs, prepayments of Borrowings Loans under this Section 2.12 2.8(b) shall be subject applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.17, but shall otherwise be without premium or penalty, and 2.8(b) shall be accompanied made by accrued and unpaid interest on the payment of the principal amount to be prepaid and, in the case of the Term Loan or any Eurodollar Loans, accrued interest thereon to but excluding the date of paymentprepayment together with any amounts due Bank under Section 3.3.

Mandatory Prepayments. In the event that (i) 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 (i) receives any Loss resulting in Net Cash Proceeds arising from in excess of $1,000,000 individually or on a cumulative basis in any Debt Issuance, Equity Issuance or Asset Sale consummated on or after fiscal year of the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityBorrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to reinvest, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 365-day period. Promptly after the end of such 365-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not later than two Business Days so reinvested. The amount of each such prepayment shall be applied to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request following the occurrence and during the continuation of an Event of Default and pending any such reinvestment, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date, the Borrower or any Subsidiary shall issue any new equity securities, other than equity securities issued in connection with the exercise of employee stock options and equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any, or incur or assume any Indebtedness other than that permitted by Section 6.11 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds and (ii) in the case Proceeds. The amount of any Qualifying Term Loan Facility, in an amount equal each such prepayment shall be applied to the commitments Revolving Loans until paid in respect of such Qualifying Term Loan Facility immediately upon effectiveness full and then to the Swing Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the definitive documentation Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) If at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans and the L/C Obligations then outstanding shall be in respect thereof; providedexcess of the Commitment, that any the Borrower shall within one (1) Business Day and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Net Cash Proceeds Obligations, with respect to any Asset Sale shall not be required each such prepayment first to be applied to the extent such Net Cash Proceeds are reinvested in, or applied Revolving Loans until payment in full and then to the replacement or repair of assets Swing Loans until paid in full, with any remaining balance to be used inheld by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iv) The Borrower shall, on each date the business of any Commitments are reduced pursuant to Section 2.9, prepay the Revolving Loans and Swing Loans and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the Borrower aggregate principal amount of Revolving Loans, Swing Loans and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject L/C Obligations then outstanding to the immediately preceding proviso are not amount to which the Commitments have been so reinvested within such 180 calendar day periodreduced. (v) Unless the Borrower otherwise directs, such unused portion prepayments of Revolving Loans under this Section 2.7(b) shall be applied immediately at first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the end order in which their Interest Periods expire. Each prepayment of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 2.7(b) shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied made by accrued and unpaid interest on the payment of the principal amount to be prepaid and, in the case of any Swing Loans or Eurodollar Loans, accrued interest thereon to but excluding the date of paymentprepayment but shall not be subject to Section 8.1 hereof. Each prefunding of L/C Obligations shall be made in accordance with Section 7.4.

Mandatory Prepayments. In the event that (a) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Closing Date or (iiother than any permitted Indebtedness incurred in accordance with Section 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be applied in accordance with clause (iii) enters into definitive documentation for any Qualifying Term Loan Facility, then of the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent definition thereof)), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following thereof shall be applied on the receipt by date of such issuance or incurrence toward the Borrower prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date the Company or such Subsidiary any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, the Applicable Asset Sale Prepayment Percentage of such Net Cash Proceeds and (ii) shall be applied by the Borrower on the fifth Business Day following such receipt thereof toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, at the option of the Company, the Company may reinvest the Net Cash Proceeds in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness business of the definitive documentation in respect thereof; provided, that Company or any of its Subsidiaries within (x) 12 months following the receipt of such Net Cash Proceeds with respect to or (y) 18 months following the receipt of such Net Cash Proceeds, in the event that the Company or any Asset Sale of its Subsidiaries shall not be required to be applied to have entered into a binding commitment within 12 months following the extent receipt of such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, reinvest such Net Cash Proceeds in the business of the Company or any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, (it being understood that if any portion of such Net Cash Proceeds that are subject no longer intended to the immediately preceding proviso be reinvested or are not so reinvested within such 180 calendar day 18-month period, the Applicable Asset Sale Prepayment Percentage of such unused portion Net Cash Proceeds shall be applied immediately by the Borrower on the fifth Business Day after the Company reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 18-month period toward prepayment of the Term Loans as set forth in Section 2.11(d)); provided that if at the time that any such prepayment would be required, the Company or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (but without regard to the control of remedies) with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Company may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b) shall be reduced accordingly. (c) No later than the fifth Business Day after the date on which the financial statements with respect to each fiscal year of the Borrower are required to be delivered pursuant to Section 6.1(a), commencing with the fiscal year ending December 31, 2022, the Borrower shall prepay Term Loans in accordance with Section 2.11(d) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow of the Company and its Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause (A), the “Base ECF Prepayment Amount”) minus (B) at the option of the Borrower, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period or deducted in the calculation of Excess Cash Flow pursuant to the definition thereof), the following (collectively, the “ECF Deductions”): (i) the aggregate principal amount of any Term Loans prepaid pursuant to Section 2.10; (ii) the aggregate principal amount of any Incremental Equivalent Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 7.2 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities (without regard to the control of remedies), voluntarily prepaid, repurchased, redeemed or otherwise retired; (iii) the amount of any reduction in the outstanding amount of any Term Loans, Incremental Equivalent Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 7.2 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities (without regard to the control of remedies), resulting from any purchase or assignment made in accordance with Section 10.6(k) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt and/or such other Indebtedness; (iv) all Cash payments in respect of Capital Expenditures and all Cash payments made to acquire IP Rights; (v) Cash payments by the Company and its Subsidiaries made in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Company and its Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated EBITDA for such period; (vi) Cash payments made from internally generated Cash in respect of any Investment (including acquisitions) permitted by Section 7.7 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in the Borrower or any Loan Party) and/or any Restricted Payment permitted by Section 7.7 or otherwise consented to by the Required Lenders; (vii) the aggregate consideration (A) required to be paid in Cash by the Borrower or its Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by Section 7.7 or otherwise consented to by the Required Lenders and/or Restricted Payments described in clause (vi) above and/or (B) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or other Investments and/or Restricted Payments described in clause (vi) above (clauses (A) and (B) of this clause (vii), the “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) the Borrower or any Loan Party) to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such Excess Cash Flow Period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of the ECF Prepayment Amount at the end of such subsequent period of four consecutive fiscal quarters; (viii) Cash expenditures in respect of any Hedge Agreement to the 364extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated EBITDA; and (ix) the aggregate amount of expenditures actually made by the Borrower and/or any Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), in each case to the extent that such expenditures were not expensed; in the case of each of clauses (i)-(ix), (I) excluding any such payments, prepayments and expenditures made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(c) in any prior Fiscal Year, (II) in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other Long-Day Tranche Loans. The Term Indebtedness of the Borrower or its Subsidiaries and (IV) in each case under clause (3) above, based upon the actual amount of cash paid in connection with any relevant purchase or assignment; provided that no prepayment under this Section 2.11(c) shall be required unless the principal amount of Term Loans required to be prepaid exceeds $10,000,000 (and, in such case, only such amount in excess of such amount shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower or any of its Subsidiaries is required to prepay or offer to repurchase with any portion of the ECF Prepayment Amount Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured on a pari passu basis (without regard to the control of remedies) with the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(c) shall be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within two (2) ten Business Days after the date of receiptsuch rejection) notify be applied to prepay the Term Loans in accordance with the terms hereof. (d) The application of any prepayment pursuant to Section 2.11(a), 2.11(b) or 2.11(c) shall be made ratably to the Term Loans based on the outstanding respective principal amounts thereof. Partial prepayments of the Term Loans pursuant to this Section 2.11 shall be applied to the remaining installments thereof, as directed by the Borrower (and absent any direction in the direct order of maturity). The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and second, to LIBO Rate Loans. Each prepayment of the Loans under this Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b) or (c) to decline all (but not a portion) of its prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by the Borrower and used for any purpose permitted (or not prohibited) hereunder, including to increase the Available Amount; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(a) above to the extent that such prepayment is made with the proceeds of any Credit Agreement Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its ratable percentage of any mandatory prepayment within the receipt time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s ratable percentage of the total amount of such mandatory prepayment of the Term Loans. (f) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by the Company or a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the Company or such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary (the Company hereby agreeing to promptly take, and to cause the applicable Foreign Subsidiary to promptly take, all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a material adverse tax consequence) or if the Company has determined in good faith that repatriation of any such amount to the Borrower or any applicable Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.11 but may be retained by the Company or the applicable Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Company believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Company determines in good faith that such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.11; provided that, notwithstanding the foregoing, the Borrower and the applicable Domestic Subsidiary shall have no obligation to repatriate any such Net Cash Proceeds and/or (or take any further action with respect thereto) from and after the effectiveness date that is twelve months after the receipt of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentNet Cash Proceeds.

Mandatory Prepayments. In addition, in the event that the Borrower Company or any of its Subsidiaries (i) receives shall receive any Net Cash Proceeds arising from as a result of any Debt IssuancePrepayment Event, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Company shall prepay the outstanding 364-Day Tranche Loans (to Term Loans, on the extent thereof)date upon which the Company or such Subsidiary, (i) in as the case of any Debt Issuancemay be, Equity Issuance or Asset Sale, in an amount equal to 100% of shall have received such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan FacilityProceeds, in an amount equal to the commitments Prepayment Percentage applicable to such Net Cash Proceeds; provided that (i) if the Prepayment Percentage of the Net Cash Proceeds in respect of any Prepayment Event results in an amount of less than $1,000,000, such Qualifying Term Loan Facility immediately upon effectiveness prepayment shall be required to be made on the date on which the Company or any of the definitive documentation in respect thereof; provided, that any such its Subsidiaries shall receive Net Cash Proceeds which, together with respect all other Net Cash Proceeds from Prepayment Events not previously applied, are equal to at least $1,000,000, (ii) such prepayment shall be made on or before the fifth (5th) Domestic Business Day following the consummation of any Asset Sale constituting a Prepayment Event, (iii) no prepayment shall be required under this Section 2.05(c) unless and until the aggregate amount of Net Cash Proceeds received by the Company and its Subsidiaries in respect of Prepayment Events which have occurred after the Effective Date exceeds $75,000,000, (iv) no prepayments shall be required under this Section 2.05(c) on any date if and to the extent the aggregate principal amount of Term Loans outstanding on such date does not exceed $25,000,000 and (v) at the election of the Borrowers, if the amount of any such prepayment to be made exceeds the amount of Term Loans then outstanding having an Interest Period ending on the date of such prepayment, such excess amount shall be deposited in the Collateral Account under the Company Security Agreement, and such excess shall not be required to be applied to prepaid until the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any last day of the Borrower Interest Periods relating to such outstanding Term Loans in an aggregate principal amount equal to or greater than such excess amount, unless an Event of Default has occurred and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to is continuing or the immediately preceding proviso are not Required Banks otherwise determine in their sole discretion and so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at notify the end of such period to the 364-Day Tranche LoansCompany. The Borrower Borrowers shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.give the

Mandatory Prepayments. In 5.3.1 Upon any Permitted Asset Disposition (excluding a Permitted Asset Disposition referred to in clause (g) of Section 10.2.7), Borrowers shall remit the event that Net Proceeds thereof in excess of $3,000,000 with respect to each such disposition to Agent for application to the Borrower or any Revolving Loans; provided, however, Borrowers may use such Net Proceeds to purchase replacement assets so long as each of its Subsidiaries the following conditions (collectively, the “Reinvestment Conditions”) are satisfied: (i) receives any no Default or Event of Default shall have occurred and be continuing on the date of receipt of such Net Cash Proceeds arising from any Debt IssuanceProceeds, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then Borrowers shall have certified to Agent in writing their intention to replace the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% assets being disposed within 180 days after receipt of such Net Cash Proceeds not later than two Business Days following Proceeds, (iii) such replacement or reinvestment is actually completed within 180 days after the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds applicable Permitted Asset Disposition and (iiiv) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of Net Proceeds remaining after such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied replacement or reinvestment or to the extent such replacement or reinvestment is not completed within 180 days after the applicable Permitted Asset Disposition shall be remitted to Agent promptly thereafter. Notwithstanding the foregoing, 100% of the Net Cash Proceeds are reinvested in, or applied of any Permitted Asset Disposition shall be immediately remitted to Agent for application to the replacement or repair Obligations upon the occurrence and during the continuance of assets to be used in, the business an Event of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly Default. 5.3.2 Within five (and in any event within two (25) Business Days of receipt) notify any issuance of Capital Stock in a capital markets transaction by a Borrower, to the Administrative extent such issuance occurs during the continuance of an Event of Default, Borrowers shall remit the net cash proceeds thereof to Agent of for application to the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.Revolving Loans;

Mandatory Prepayments. The Borrower shall provide written notice to the Agent by 1:00 p.m. (New York time) one Business Day prior to any mandatory prepayment hereunder. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the event Loans shall be subject to mandatory prepayment as follows: (i) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Asset Dispositions permitted by Section 8.5(l) or Casualty Events within three (3) Business Days of the receipt of such Net Cash Proceeds by such Person; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower to the extent such Loan Party or such Subsidiary reinvests, within twelve (12) months of receipt of such Net Cash Proceeds, all or any portion of such Net Cash Proceeds in assets used in the business of the Loan Parties and their Subsidiaries; provided that if, prior to the expiration of such twelve (12) month period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the date that is six (6) months after the expiration of such twelve (12) month period, such twelve (12) month period shall be extended to an eighteen (18) month period; provided further, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the aggregate Net Cash Proceeds received in any calendar year from Asset Dispositions and Casualty Events is less than $5,000,000 (which amount shall be increased by any unused portion of such $5,000,000 exclusion from the immediately preceding year), (i) Immediately upon the receipt by the Borrower or any Material Subsidiary of its Subsidiaries (i) receives any the Net Cash Proceeds arising from of any Prohibited Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an aggregate amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and Proceeds. (ii) in the case of any Qualifying Term Loan Facility, in an entire outstanding principal amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedLoans, that any such Net Cash Proceeds together with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest thereon and all fees and Lender Group Expenses payable by Borrower hereunder, shall become due and payable on the principal amount to be prepaid to but excluding the date of paymentTermination Date.

Mandatory Prepayments. In the event that the Borrower or If at any of its Subsidiaries time and for any reason: (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or outstanding unpaid principal balance of the Revolving Loan Component shall exceed the Maximum Available Amount as reduced in accordance with Section 2.1(a); (ii) enters into definitive documentation for any Qualifying the outstanding unpaid principal balance of the Revolving Loan Component divided by the aggregate outstanding principal balance of all Eligible Notes Receivable pledged to Agent hereunder shall exceed the Borrowing Base; or (iii) the outstanding unpaid principal balance of both the Revolving Loan Component and the Term Loan FacilityComponent divided by the aggregate outstanding principal balance of all Eligible Notes Receivable pledged to Agent hereunder shall exceed the Maximum Effective Advance Rate (each an "EXCESS FUNDING") then, then within five (5) Business Days following Borrower's receipt of telecopied notice from Agent of the occurrence of such excess or, absent such telecopied notice, within fifteen (15) days after the end of the calendar month in which such excess occurred: (x) In the case of an Excess Funding described in (i) above, Borrower shall prepay promptly repay the outstanding 364-Day Tranche Loans principal balance of the Revolving Loan Component in an amount equal to such Excess Funding or (to the extent thereof), (iy) in the case of any Debt Issuancean Excess Funding described in (ii) and (iii) above, Equity Issuance or Asset Sale, Borrower shall prepay the principal balance of the Term Loan Component (and if necessary the Revolving Loan Component) in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds Excess Funding. If Agent has determined that Notes Receivable have been delivered to Agent and (ii) were included in the case Borrowing Base, which Notes Receivable did not or no longer qualify as Eligible Notes Receivable ("INELIGIBLE NOTES RECEIVABLE"), provided that an Excess Funding exists, Borrower shall substitute Eligible Notes Receivable for such Ineligible Notes Receivable and thereby increase the aggregate principal amount of any Qualifying Term Loan Facility, in an amount equal Eligible Notes Receivable pledged to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, Agent as agent for Lenders so that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche LoansExcess Funding is eliminated. The Borrower pledge and delivery to Agent as agent for Lenders of additional Eligible Notes Receivable shall promptly (comply with the document delivery and recordation requirements set forth in any event within two (2) Business Days Section 5.1 of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, Agreement and shall be accompanied by accrued a written certification of Borrower to the effect that such additional Pledged Notes Receivable are Eligible Notes Receivable, and that, giving effect to the pledge to Agent as agent for Lenders of such Eligible Note Receivable: (i) the outstanding unpaid interest on principal balance of the Revolving Loan Component divided by the aggregate outstanding principal amount balance of all Eligible Notes Receivable pledged to Agent hereunder is equal to or less than the Borrowing Base and (ii) the outstanding unpaid principal balance of both the Revolving Loan Component and the Term Loan Component divided by the aggregate outstanding principal balance of all Eligible Notes Receivable pledged to Agent hereunder is equal to or less than the Maximum Effective Advance Rate. If Borrower elects to prepay the excess principal balance of the Loan pursuant to this Section 2.5(b), no prepayment premium shall be prepaid to but excluding the date of paymentpayable in connection with such prepayment.

Mandatory Prepayments. (a) Not later than the tenth day following the receipt of Net Cash Proceeds (other than a Store Conversion Transaction not involving Net Cash Proceeds in excess of $1,000,000) in respect of any Term Loan Priority Collateral Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(f); provided that, if (i) the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent not later than the tenth day following receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days of receipt of such proceeds, (ii) such proceeds are at all times following the delivery of such certificate and prior to such reinvestment, held in a depositary account maintained in accordance with Section 5.22 hereof and subject to a Blocked Account Agreement in favor of the Collateral Agent and the ABL Collateral Agent and (iii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not be required to prepay outstanding Loans except to the extent not so used at the end of such 365-day period or committed to be so used at the end of and so used within 180 days after the end of such 365-day period, at which time any such proceeds not so used shall be applied to prepay outstanding Loans in accordance with Section 2.13(f); provided, further, that the Net Cash Proceeds received with respect thereto shall be reinvested (v) such that after giving effect to such reinvestment, the Related Real Estate Collateral shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (w) such that after giving effect to such reinvestment, the owned Real Estate Collateral Properties shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (x) to the extent attributable to a Loan Party, in assets of a Loan Party, (y) to the extent attributable to Related Real Estate Collateral or Real Estate Collateral Properties, in Related Real Estate Collateral or Real Estate Collateral Properties and (z) in Term Loan Priority Collateral. (b) In the event that the Borrower or any of its Subsidiaries (i) receives Restricted Subsidiary conducts any Other Asset Sale for which the Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityexceed $5,000,000, then the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(f) not later than the tenth day following the receipt of such Net Cash Proceeds; provided that if (x) the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent not later than the tenth day following receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days of receipt of such proceeds, (y) such proceeds attributable to Term Loan Priority Collateral are at all times following the delivery of such certificate and prior to such reinvestment, held in a depositary account maintained in accordance with Section 5.22 hereof and subject to a Blocked Account Agreement in favor of the Collateral Agent and the ABL Collateral Agent and (z) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not be required to prepay outstanding 364-Day Tranche Loans (except to the extent thereofnot so used at the end of such 365-day period or committed to be so used at the end of and so used within 180 days after the end of such 365-day period, at which time any such proceeds not so used shall be applied to prepay outstanding Loans in accordance with Section 2.13(f); provided, further, that the Net Cash Proceeds received with respect thereto shall be reinvested (v) to the extent attributable to Term Loan Priority Collateral, such that after giving effect to such reinvestment, the Related Real Estate Collateral shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (w) to the extent attributable to Term Loan Priority Collateral, such that after giving effect to such reinvestment, the owned Real Estate Collateral Properties shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (x) to the extent attributable to a Loan Party, in assets of a Loan Party, (y) to the extent attributable to Term Loan Priority Collateral that is Related Real Estate Collateral or Real Estate Collateral Properties, in Related Real Estate Collateral or Real Estate Collateral Properties and (z) to the extent attributable to Term Loan Priority Collateral, in other Term Loan Priority Collateral. (c) No later than 90 days after the end of each Fiscal Year of the Borrower, commencing with the Fiscal Year ending closest to February 28, 2014, the Borrower shall prepay outstanding Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to (x) 50% of Excess Cash Flow for the Fiscal Year then ended minus (y) voluntary prepayments of Loans under Section 2.12 made during such Fiscal Year with Internally Generated Cash; provided that such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness; provided, further, that the Excess Cash Flow percentage for any Fiscal Year with respect to which Excess Cash Flow is measured shall be reduced to (A) 25% if the Total Secured Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.00:1.00 but greater than 1.50:1.00 and (B) zero if the Total Secured Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 1.50:1.00. (d) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (iand in any event not later than the first Business Day next following) in the case receipt of any Debt Issuancesuch Net Cash Proceeds by the Borrower or such Restricted Subsidiary, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds not to prepay outstanding Loans in accordance with Section 2.13(f). (e) Not later than two Business Days the tenth day following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds in respect of any Xxxxx Sale, the Borrower shall apply an amount equal to (x) 100% of the first $750,000,000 of Net Cash Proceeds received with respect thereto and (y) thereafter, 50% of the Net Cash Proceeds in excess of such amount up to an amount that would cause the Total Secured Leverage Ratio on a pro forma basis after giving effect to such prepayment to be 1.50:1.00, in each case to prepay outstanding Loans in accordance with Section 2.13(f). (f) Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata between the Loans, the Other Loans and the Extended Loans (unless Other Loans or Extended Loans agreed to receive less than their pro rata share) and applied first, to the next four succeeding scheduled installments of principal due in respect of the Loans, Other Loans and Extended Loans under Sections 2.11(a)(i) and (ii), respectively, second, pro rata against the remaining scheduled installments of principal due in respect of the Loans, Other Loans and the Extended Loans under Sections 2.11(a)(i) and (ii), respectively (excluding the final payments on the Maturity Date of the Loans (or the maturity date in respect of such Other Loans or Extended Loans) under Sections 2.11(a)(i) and (ii), respectively and third, to the final payment on the Maturity Date of the Loans (or the final payment on the maturity date of such Other Loans or Extended Loans). (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments extent practicable (except in respect of prepayments required under Section 2.13(d)), at least three Business Days prior written notice of such Qualifying Term prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan Facility immediately upon effectiveness being prepaid and the principal amount of the definitive documentation in respect each Loan (or portion thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required ) to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.172.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. In The first $18,000,000 of Net Asset Sale Proceeds received by Seminis and its Subsidiaries after the event that Third Amendment Effective Date shall be used concurrently with their receipt by any Borrower to prepay the Term Loans then outstanding ratably in accordance with the outstanding principal amounts thereof. The next $5,000,000 of Net Asset Sale Proceeds received by Seminis and its Subsidiaries may be retained by the Borrowers and used for contingency and working capital purposes. All Net Asset Sale Proceeds in excess of $23,000,000 shall be used concurrently with their receipt by any Borrower or any of its Subsidiaries (i) receives any Third party Pledgor to prepay the Term Loans then outstanding ratably in accordance with the outstanding principal amounts thereof until all Term Loans have been paid in full and then to prepay the Revolving Credit Loans then outstanding ratably in accordance with the outstanding principal amounts thereof. Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on Proceeds received by the Borrowers or after any Subsidiary from the Third Amendment Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitythrough October 31, then the Borrower 2001, shall prepay the outstanding 364-Day Tranche Loans (be applied to the extent thereof)principal installments on the Term Loans payable in calendar year 2001 in direct order of their maturities, (i) and all Net Asset Sale Proceeds received by the Borrowers or any Subsidiary after October 1, 2001, shall be applied to the principal installments on the Term Loans as follows: 50% of such Net Asset Sale Proceeds shall be applied to the principal installments of the Term Loans in the case inverse order of any Debt Issuancetheir respective maturities and the remaining 50% of all net Asset Sale Proceeds shall be applied to the principal installments of the Term Loans in direct order of their respective maturities; provided, Equity Issuance or Asset Salehowever, in an amount equal that up to 100% of such Net Cash Asset Sale Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilityreceived after October 31, in an amount equal 2001, may be applied, at Seminis' election, to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness pay up to $20,000,000 of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any principal installment of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedTerm Loans that is payable on June 30, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment2002.

Mandatory Prepayments. In (a) Upon receipt by the event that Company of the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceAsset Disposition which exceeds $250,000 individually or which, Equity Issuance or together with the Net Cash Proceeds from other Asset Sale consummated on or after Dispositions during the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitysame fiscal year, then exceeds $1,000,000 in the Borrower aggregate, the Company shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Secured Notes in an amount equal to the commitments in respect lesser of (i) the then outstanding aggregate principal amount of the Secured Notes and (ii) the amount of such Qualifying Term Loan Facility immediately upon effectiveness excess Net Cash Proceeds less, in either case, the portion, if any, of such excess proceeds required to ---- be applied to the repayment of indebtedness and other obligations outstanding under the Revolving Credit Agreement in accordance with the terms and conditions thereof, in either case together with accrued interest to the date of such prepayment on the principal amount of the definitive documentation in respect thereofSecured Notes so prepaid and all fees, expenses and other payments due to the holders of the Secured Notes under the Note Documents; provided, that any however, to the extent such excess Net Cash Proceeds with respect to any Asset Sale shall not be -------- ------- otherwise required to be applied to prepayment of the extent Secured Notes as hereabove set forth will be used within 180 days of such Asset Disposition to purchase replacement assets or other capital assets (as certified by the Company to the Purchaser), no such prepayment of the Secured Notes shall be required unless any of such excess Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such shall remain unused portion shall be applied immediately at the end of such period 180 day period, in which case the Company shall, at the end of such 180 day period, certify to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days Purchaser the amount of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such excess Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penaltynot so used, and shall be accompanied by prepay the Secured Notes on the first Business Day after the end of such period in an amount equal to the lesser of (i) the then outstanding aggregate principal amount of the Secured Notes and (ii) the amount of such excess Net Cash Proceeds from such sale, lease, transfer or other disposition not used to purchase replacement assets or other capital assets, in either case together with accrued and unpaid interest to the date of such prepayment on the principal amount of Secured Notes so prepaid and all fees, expenses and other payments due to the holders of the Secured Notes under the Note Documents. To the extent necessary, any prepayment provided for herein shall be prepaid made with the proceeds of advances under the Revolving Credit Agreement. (b) Upon receipt of any Equity Offering Proceeds, the Company shall prepay the Secured Notes in an amount equal to but excluding the lesser of (i) the then outstanding aggregate principal amount of the Secured Notes and (ii) twenty-five percent (25%) of such Equity Offering Proceeds, regardless of whether received from the issuance of Common Stock (or warrants or options to acquire the same) or received from the issuance of preferred stock (or warranty or options to acquire the same), in either case together with accrued interest to the date of paymentsuch prepayment on the principal amount of the Secured Notes so prepaid and all fees, expenses and other payments due to the holders of the Secured Notes under the Note Documents. To the extent necessary, any prepayment provided for herein shall be made with advances under the Revolving Credit Agreement. (c) Upon receipt of the proceeds (after deduction for fees, taxes, costs and expenses reasonably incurred or to be incurred in connection therewith) of any issuance of Debt permitted by Section 9.1(f), the Company shall prepay the Secured Notes in an amount equal to the lesser of (i) the then outstanding aggregate principal amount of the Secured Notes and (ii) the net amount of such proceeds less, in either case, the portion, if any, of such ---- proceeds required to be applied to repayment of the indebtedness and other obligations outstanding under the Revolving Credit Agreement in accordance with the terms and conditions thereof, in either case together with accrued interest to the date of such prepayment on the principal amount of the Secured Notes so prepaid and all fees, expenses and other payments due to the holders of the Secured Notes under the Note Documents. To the extent necessary, any prepayment provided for herein shall be made with the proceeds of advances under the Revolving Credit Agreement.

Mandatory Prepayments. In (a) Upon receipt by the event that the Company, any Borrower or any of its their respective Subsidiaries (i) receives any of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or from an Asset Sale, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt (except for Net Cash Proceeds that, together with all other Net Cash Proceeds arising from Asset Sales received by the Company, any Borrower or such Subsidiary any of their respective Subsidiaries since the Effective Date, do not exceed $2,000,000 in the aggregate) and (ii) from a Property Loss Event, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds and (iiiii) from an Equity Issuance or Debt Issuance, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, in the case of any Qualifying Term Loan FacilityNet Cash Proceeds arising from a Reinvestment Event, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to the commitments in respect of Reinvestment Prepayment Amount applicable to such Qualifying Term Loan Facility immediately upon effectiveness of Reinvestment Event, if any, on the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Reinvestment Prepayment Date with respect to such Reinvestment Event and, pending application of such proceeds as specified in the Reinvestment Notice, shall pay the same to the Administrative Agent to be held in a Cash Collateral Account. Any such mandatory prepayment shall be applied in accordance with clause (b) below. (b) Any prepayments made by any Asset Sale shall not be Borrower required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion in accordance with this clause (b) shall be applied immediately at as follows: first, to repay the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent outstanding principal balance of the receipt Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. (c) If at any time, (x) the aggregate Revolving Credit Outstandings owing by the Borrowers exceed the Maximum Credit at such time or (y) the aggregate Revolving Credit Outstandings owing by any Borrower exceeds such Borrower's Borrowing Base, the Borrowers or such Subsidiary Borrower, as the case may be, shall forthwith prepay the Swing Loans first and then the Revolving Loans of any the Borrowers or such Net Cash Proceeds and/or the effectiveness of such definitive documentationBorrower, as applicable, then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans of the Borrowers or such Borrower (as the case may be), the Borrowers or such Borrower, as applicable, shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) to the extent required to eliminate such excess. (d) The Borrowers hereby irrevocably waive the right to direct the application of all funds in the Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and agree that the Administrative Agent will promptly notify each Lender may, and, upon the written direction of its receipt the Requisite Lenders or Supermajority Lenders, shall, except as provided in Section 2.13(f) (Payments and Computations), apply all payments in respect of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject any Obligations and all available funds in the Cash Collateral Account on a daily basis as follows: first, to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION until such Revolving Loans shall have been repaid in full; and then to any other Obligation then due and payable. The Administrative Agent agrees so to apply such funds and the Borrowers consent to such application. If, following such application, there are no Loans outstanding and no other Obligations that are then due and payable (and cash collateral has been provided in the amount of 105% of all outstanding Letter of Credit Obligations), then the Administrative Agent shall cause any remaining funds in the Cash Collateral Account to be prepaid to but excluding paid at the date written direction of paymentthe Company.

Mandatory Prepayments. (i) If, at any time, (A) the aggregate outstanding principal balance of the Revolving Credit Loans, plus the aggregate outstanding principal balance of all Swing Line Loans, exceeds the Aggregate Revolving Credit Commitment, or (B) the aggregate outstanding principal balance of the Swing Line Loans exceeds the Swing Line Commitment, or (C) the aggregate principal balance of all Revolving Credit Loans, plus the aggregate principal balance of all Swing Line Loans, plus the aggregate principal balance of all Term Loans, exceeds the sum of the Aggregate Revolving Credit Commitment and the aggregate principal balance of all Term Loans, (D) the aggregate outstanding principal balance of the Revolving Credit Loans of the Swing Line Lender, plus the aggregate outstanding principal balance of all Swing Line Loans, exceeds the Revolving Credit Commitment of the Swing Line Lender, or (E) the aggregate unpaid balance of all Senior Debt exceeds the MFC Borrowing Base plus the MBC Borrowing Base, the Borrowers shall make a prepayment of such Revolving Credit Loans, or Swing Line Loans, as the case may be (or if no such loans shall then be outstanding, the Borrowers shall make a prepayment of the Term Loans), in the amount of such excess (rounded upwards to the next higher integral multiple of $100,000), together with accrued interest thereon to the date of prepayment as provided in Section 2.2(c) hereof. Such prepayment shall be allocated between the loans of MFC and MBC as they shall specify in connection with such prepayment, provided that such allocation otherwise complies with the terms of this Agreement. In the event that the Borrower or Borrowers shall fail so to specify such allocation, it shall be in the Agent's discretion as to whether to apply any of its Subsidiaries such prepayments against (i) receives any Net Cash Proceeds arising from any Debt IssuanceMFC's obligations to the Agent, Equity Issuance or Asset Sale consummated on or after the Effective Date or Swing Line Lender and the Banks and/or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (MBC's obligations to the Agent, the Swing Line Lender and the Banks. To the extent thereof)possible, (i) in the case of any Debt Issuance, Equity Issuance or Asset SaleBorrowers shall, in an amount equal to 100% of connection with such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilitymandatory prepayment, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicableprepay Prime Rate Loans first, and the Administrative Agent will promptly notify each Lender LIBOR Rate Loans second. Any prepayment of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 LIBOR Rate Loans shall be subject to Section 2.172.11 hereof. (ii) If, but at any time, (A) the aggregate unpaid balance of all Swing Line Loans plus the aggregate unpaid balance of all Revolving Credit Loans plus the aggregate unpaid balance of all Term Loans made to MBC shall otherwise be without premium exceed the MBC Borrowing Base, (B) the aggregate unpaid balance of all Swing Line Loans plus the aggregate unpaid balance of all Revolving Credit Loans plus the aggregate unpaid balance of all Term Loans made to MFC shall exceed the MFC Borrowing Base, or penalty(C) the aggregate unpaid balance of all Senior Debt shall exceed the MFC Borrowing Base plus the MBC Borrowing Base, and within five days of the first day there exists any such deficiency the relevant Borrower shall be accompanied by accrued and unpaid interest on make payment to the principal amount Agent (to be prepaid applied against such Borrower's Swing Line Loans first, then Revolving Credit Loans and then Term Loans) in an amount necessary to but excluding eliminate such excess, together with accrued interest thereon to the date of paymentprepayment as provided in Section 2.2(c) hereof. To the extent possible, each Borrower shall, in connection with any such mandatory prepayment, prepay Prime Rate Loans first, and LIBOR Rate Loans second. Any prepayment of LIBOR Rate Loans shall be subject to Section 2.11 hereof.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If on any Net date the aggregate unpaid principal amount of outstanding Revolving Loans made under the Revolving Commitments, plus the outstanding Letter of Credit Obligations (to the extent not Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or Collateralized pursuant to clause (ii) enters into definitive documentation below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment, then the Borrower shall immediately prepay the amount of such excess. Any payments on Revolving Loans made under the Revolving Commitments pursuant to this Section 2.07(a)(i) shall be applied pro rata among the Banks with Revolving Commitments. (ii) If on any Qualifying Term Loan date the aggregate amount of all Letter of Credit Obligations shall exceed the Letter of Credit Commitment, the Borrower shall Cash Collateralize on such date an amount equal to the excess of the Letter of Credit Obligations over the Letter of Credit Commitment. (iii) If on any date the aggregate unpaid principal amount of outstanding Incremental Revolving Loans made under an Incremental Facility exceeds the aggregate amount of the Incremental Revolving Commitments relating to such Incremental Facility, then the Borrower shall immediately prepay the outstanding 364-Day Tranche amount of such excess. Any payments on Incremental Revolving Loans (made under an Incremental Facility pursuant to this Section 2.07(a)(iii) shall be applied pro rata among the extent thereof), applicable Incremental Banks having Incremental Revolving Commitments with respect to such Incremental Facility. (i) in the case of If on any Debt Issuancedate any Nexstar Entity shall make any Disposition, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds from such Disposition shall be applied on such date to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans, provided that with respect to no more than $1,000,000 in the aggregate of the Net Cash Proceeds received in connection with any Disposition, the Net Cash Proceeds therefrom shall not later than two Business Days following be required to be so applied if no Default or Event of Default then exists and, provided further, that this requirement for mandatory prepayment will be further reduced to the receipt by extent that the Borrower elects, as hereinafter provided, to attempt to cause some or such Subsidiary all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the Reinvestment Period (a "Reinvestment Election") if (x) no Default or Event of Default exists on the date of such Reinvestment Election and (y) if such Reinvestment Election is made by the delivery of a Reinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (ii) Nothing in this Section 2.07(b) shall be deemed to permit any Disposition not otherwise permitted under this Agreement. (iii) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans. (c) Within 90 days after any Nexstar Entity receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event and the collection of the proceeds thereof) shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans; provided that so long as no Default or Event of Default then exists, this requirement for mandatory prepayment shall be reduced by (i) any amounts actually applied on or before such 90th day or (ii) committed in writing on or before such 90th day to be applied to the replacement or restoration of the assets subject to such Recovery Events within 365 days after such Recovery Event and; provided further that with respect to no more than $1,000,000 in the aggregate of the proceeds received from any Recovery Event, the proceeds therefrom shall not be required to be so applied if no Default or Event of Default then exists. (d) On each date which is 90 days after the last day of each Fiscal Year commencing with the Fiscal Year ending on December 31, 2001, an amount equal to 50% of the Excess Cash Flow of the Borrower (determined without treating the Bastet/Mission Entities as Subsidiaries of the Borrower) for such Fiscal Year shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans; provided that if the Consolidated Total Leverage Ratio (determined as if the Bastet/Mission Entities were Subsidiaries of the Borrower) on the last day of the last two consecutive Fiscal Quarters during such Fiscal Year is (x) less than 5.00:1.00 but greater than or equal to 4.00:1.00, then only an amount equal to 30% of the Excess Cash Flow of the Borrower (determined without treating the Bastet/Mission Entities as Subsidiaries of the Borrower) for such Fiscal Year shall be required to be so applied, or (y) less than 4.00:1.00, then no payment in respect of such Fiscal Year shall be required pursuant to this Section 2.07(d) and, provided further that with respect to each Fiscal Year, the amount which would otherwise be payable pursuant to this Section 2.07(d) may be reduced by $1,000,000 so long as no Default or Event of Default exists on such 90th day. (e) At any time that the Consolidated Senior Leverage Ratio is equal to or greater than 3.00 to 1.00 prior to the sale or issuance of any Capital Stock of, or cash capital contribution to, any Nexstar Entity, then on the Business Day after the date of the receipt by any Nexstar Entity of Net Issuance Proceeds from any such sale or issuance of Capital Stock (including Indebtedness described in Section 8.05(m)) or cash capital contribution (other than (A) proceeds from the sale or issuance of Capital Stock of, or cash contributions to, the Ultimate Parent from XXXX X.X. II, XXXX X.X. III or Sook (or other Persons exercising preemptive rights in connection with an issuance of Capital Stock to one or more of them), (B) Net Issuance Proceeds, not to exceed an aggregate of $500,000, from Capital Stock (other than Disqualified Stock) issuances by the Ultimate Parent to employees of the Ultimate Parent or any Nexstar Entity, except to Sook, (C) so long as no Default or Event of Default exists both before and after the issuance thereof, Net Issuance Proceeds of Capital Stock (other than Disqualified Stock) issuances of the Ultimate Parent or Net Issuance Proceeds of Permitted Parent Preferred Equity, Permitted Permanent Holdings Preferred Equity or Permitted Borrower Preferred Equity issuances, in each case which are used concurrently upon the receipt thereof to repurchase or redeem the Permitted Holdings Preferred Equity, (D) payments made pursuant to an ABRY Capital Contribution Agreement and (E) subsequent cash capital contributions and/or intercompany loans made by any Nexstar Entity to a Subsidiary (or to the Holding Company, in the case of those Nexstar Entities that collectively own all of the issued and outstanding Capital Stock of the Holding Company other than Permitted Holdings Preferred Equity or Permitted Permanent Holdings Preferred Equity) with any Qualifying of the proceeds described in the foregoing clauses (A) through (D), upon such Nexstar Entity's receipt, directly or indirectly through other Nexstar Entities, of such proceeds), the Borrower shall prepay outstanding principal of the Term Loan FacilityLoans and the Revolving Loans, on a pro rata basis among such Loans, in an amount equal to the commitments in respect lesser of (x) 50% of such Qualifying Term Loan Facility immediately upon effectiveness Net Issuance Proceeds and (y) the amount of Net Issuance Proceeds required to repay outstanding principal of the definitive documentation in respect thereof; provided, Term Loans and Revolving Loans so that the Consolidated Senior Leverage Ratio determined on a Pro Forma Basis after giving effect to any such equity issuance or sale or capital contribution and any such prepayment, shall not be greater than 3.00 to 1.00. (f) If on any date any Nexstar Entity shall incur or issue any Indebtedness described in Section 8.05(k) or Section 8.05(l), then on each such date of incurrence or issuance an amount equal to the amount of the Net Cash Debt Proceeds received with respect to such Indebtedness shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans, on a pro rata basis among such Loans; provided that, so long as no Default or Event of Default exists both before and after giving effect thereto, all or a portion of the Net Debt Proceeds received with respect to Permitted Parent Preferred Equity, Permitted Holdings Unsecured Indebtedness, Permitted Permanent Holdings Preferred Equity or Permitted Borrower Preferred Equity may be used to repurchase or redeem the Permitted Holdings Preferred Equity on the date of any Asset Sale shall not be Nexstar Entity's receipt of such Net Debt Proceeds, and provided further that the amount of the prepayments required to be made under this Section 2.07(f) shall be reduced to the extent (but only to the extent) Net Debt Proceeds are so used to repurchase or redeem the Permitted Holdings Preferred Equity. (g) If on any date the Borrower incurs or issues Permitted Borrower Subordinated Indebtedness, then on each such date of incurrence an amount equal to the amount of the Net Debt Proceeds received with respect to such Permitted Borrower Subordinated Indebtedness (less any amounts used by the Borrower as permitted in Section 8.10(f)(ii)) shall be applied to prepay outstanding principal amount of the Revolving Loans. In addition, notwithstanding anything to the contrary contained in this Section 2.07, if any Default or Event of Default exists on any date when the New Holding Company, Nexstar Finance Holdings and/or the Borrower incurs any Indebtedness permitted under Section 8.05(m), then on each such date of incurrence an amount equal to the amount of the Net Debt Proceeds therefrom (without duplication) shall be applied to prepay outstanding principal of the Revolving Loans. (h) If on any date a payment is made pursuant to an ABRY Capital Contribution Agreement, then on each such date that such a payment is made an amount equal to the amount of such payment shall be applied to prepay outstanding principal of the Term Loans. (i) The Borrower shall pay, together with each prepayment under this Section 2.07, accrued interest on the amount prepaid and any amounts required pursuant to Section 4.04; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. (j) Any prepayments pursuant to this Section 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining. (k) Any prepayment of Term Loans pursuant to this Section 2.07 shall be applied to the extent remaining scheduled installments of Term Loans to be made pursuant to Section 2.08(a), pro rata (based on the then remaining amounts of such Net Cash Proceeds are reinvested in, or applied remaining installments). (l) Notwithstanding anything to the replacement or repair of assets contrary contained in this Section 2.07, any Term B Bank may elect, by delivering written notice to be used inthe Administrative Agent prior to the receipt thereof, the business not to receive its pro rata portion of any mandatory prepayment that would otherwise be payable to such Term B Bank pursuant to this Section 2.07, whereupon such portion shall be reallocated to prepay the outstanding principal amount of all Term Loans and Revolving Loans other than the Borrower Term B Loans held by such Term B Bank and any other Term B Bank that has elected not to receive its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any pro rata portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within mandatory prepayment, on a pro rata basis among such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) [Reserved] (b) No later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g), except with respect to those Net Cash Proceeds that are (x) Reinvestment Net Cash Proceeds (as defined below), (y) proceeds of ABL Priority Collateral (as defined in the Intercreditor Agreement), to the extent required to repay outstanding obligations under the ABL Credit Facility in accordance with the terms thereof and of the Intercreditor Agreement, or (z) proceeds received from the sale of accounts receivable to Receivables SPV pursuant to and in accordance with the Receivables Securitization Documents or from Asset Sales permitted under clause (i), (iii), (v), (viii) or (ix) of Section 6.05(b). So long as no Default or Event of Default is then continuing, the US Borrower, by written notice delivered on or before the fifth Business Day following receipt by a Loan Party or any Restricted Subsidiary of Net Cash Proceeds in respect of any Asset Sale, may elect (each, a “Reinvestment Election”) to reinvest such Net Cash Proceeds (such amount, “Reinvestment Net Cash Proceeds”) in accordance with the terms of this Section 2.13(b): (i) The US Borrower may make a Reinvestment Election to reinvest the Reinvestment Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrowers and their Restricted Subsidiaries so long as each and every of the following is satisfied: (x) the Net Cash Proceeds from any Asset Sale of Collateral are reinvested in Collateral within 365 days of receipt of such Net Cash Proceeds; and (y) at the time of the notice of the Reinvestment Election with respect to Net Cash Proceeds in excess of US$10,000,000, a Financial Officer of the applicable Borrower certifies to the Administrative Agent, by delivery of a certificate that no Default or Event of Default shall have occurred and be continuing at the time of receipt of the Net Cash Proceeds or of such certificate, and (z) at the time of any proposed reinvestment with respect to Net Cash Proceeds in excess of US$10,000,000, a Financial Officer of the applicable Borrower certifies that no Default or Event of Default shall have occurred and be continuing at the time of the proposed reinvestment. (ii) [Reserved]. (c) No later than the third Business Day following the Closing Date, the Borrowers shall prepay the Obligations, including the Term Loans, all interest accrued thereon and all fees then due and payable, in cash, in full, unless the Acquisition Consummation Condition has been fully satisfied. (d) No later than 120 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2013, the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (A) (x) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is greater than 2:50:1:00, in an amount equal to 50% of Excess Cash Flow for the fiscal year then most recently ended, (y) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is equal to or less than 2:50:1:00 but greater than 2.00:1:00, in an amount equal to 25% of Excess Cash Flow for the fiscal year then most recently ended, or (z) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is equal to or less than 2.00:1:00, in an amount equal to zero, minus (B) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year but only to the extent that such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness with new Indebtedness. (e) In the event that the Borrower any Loan Party or any subsidiary of its Subsidiaries (i) receives any a Loan Party shall receive Net Cash Proceeds arising from the issuance or incurrence of Indebtedness for money borrowed of any Debt Issuance, Equity Issuance Loan Party or Asset Sale consummated on or after the Effective Date or any subsidiary of a Loan Party (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (other than Indebtedness permitted pursuant to the extent thereofSection 6.01), the Borrowers shall, promptly upon (iand in any event not later than the third Business Day next following) in the case receipt of any Debt Issuancesuch Net Cash Proceeds by such Loan Party or such subsidiary, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following to prepay outstanding Term Loans in accordance with Section 2.13(g). (f) [Reserved]. (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among Tranche B-1 Loans and Tranche B-2 Loans and the receipt Other Term Loans, if any, and applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche B-1 Loans and Tranche B-2 Loans and the Other Term Loans, if any, under Sections 2.11(a)(i), (ii) and (iii); provided that, notwithstanding the foregoing, any application of proceeds from such prepayments relating solely to Collateral securing the Canadian Obligations shall be made solely in respect of the Tranche B-2 Loans. (h) Each of the Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower or such Subsidiary Borrowers setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds prepayment and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect extent practicable, at least three days prior written notice of such Qualifying Term Loan Facility immediately upon effectiveness prepayment or of the definitive documentation in respect thereof; provided, that any such reallocation or retention of Net Cash Proceeds with respect by a Foreign Subsidiary pursuant to any Asset Sale Section 2.13(i) below, stating, in reasonable detail, the reasons for such reallocation or retention. Each notice of prepayment shall not be required specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.172.16, but shall otherwise be without premium or penalty, and shall (to the extent applicable) be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (i) Notwithstanding any other provisions of this Section 2.13, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale received by a Foreign Subsidiary (each such receipt a “Foreign Prepayment Proceeds Receipt”) are prohibited or delayed by applicable local law or applicable organizational documents of such Foreign Subsidiary from being repatriated to either the US Borrower to repay the Term Loans made to the US Borrower or the Canadian Borrower to repay Term Loans made to the Canadian Borrower pursuant to Section 2.13(b) or (e), as applicable, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay such Term Loans made to the US Borrower or Term Loans made to the Canadian Borrower, as the case may be (such Tranche, the “Affected Tranche”), at the times provided in Section 2.13(b), but shall instead be applied to the repayment of the outstanding principal balance of the other Tranche (the “Unaffected Tranche”), and if such Unaffected Tranche has been repaid in full, of if both the Term Loans made to the US Borrower and the Term Loans made to the Canadian Borrower are Affected Tranches, then any remaining Net Cash Proceeds 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 US Borrower or the Canadian Borrower (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash and cash equivalents of Holdings and its Subsidiaries to make the relevant prepayment), and if such repatriation of any of such affected Net Cash Proceeds becomes permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof and additional costs relating to such repatriation) to the repayment of such applicable Term Loans pursuant to this Section 2.13(i), or (ii) to the extent that the applicable Borrower has determined in good faith that repatriation to the US Borrower to repay the Tranche B-1 Loans or to the Canadian Borrower to repay the Tranche B-2 Loans pursuant to Section 2.13, as applicable, of any of or all the Net Cash Proceeds of any disposition by a Foreign Subsidiary or the Net Cash Proceeds of any Foreign Prepayment Proceeds Receipt would have material adverse tax consequences (including any reduction in tax attributes) with respect to such Net Cash Proceeds, such Net Cash Proceeds so affected will not be required to be applied to repay such Term Loans made to the US Borrower or the Term Loans made to the Canadian Borrower, as applicable (such Tranche, the “Tax Affected Tranche”), at the times provided in Section 2.13(b), but shall instead be applied to the repayment of the outstanding principal balance of the other Tranche of Loans (the “Tax Neutral Tranche”) subject to Section 2.13(g), provided that if such Tax Neutral Tranche has been repaid in full or if both the Term Loans made to the US Borrower and the Term Loans made to the Canadian Borrower are Tax Affected Tranches, then any remaining Net Cash Proceeds may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable adverse tax consequences with respect to such Net Cash Proceeds remain (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any adverse tax consequences and/or use the other cash and cash equivalents of Holdings and its Subsidiaries to make the relevant prepayment), and if such repatriation of any of such affected Net Cash Proceeds would no longer have adverse tax consequences, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of (A) the amount of any other cash and cash equivalents of Holdings and its Subsidiaries otherwise used to make the relevant prepayment, (B) additional taxes payable or reserved against as a result of such repatriation and (C) additional costs relating to such repatriation) to the repayment of such Term Loans pursuant to this Section 2.13.

Mandatory Prepayments. (i) If at any time following the delivery of a Compliance Certificate pursuant to Section 4.1(c) hereof, the outstanding principal amount of the outstanding Loan exceeds the Market Value of M&F Securities pledged as Pledged Collateral under the Security Agreements as set forth in such Compliance Certificate multiplied by forty percent (40%), then, within three (3) Business Days of notice to Borrower of such event (a “Margin Call”), (1) with the consent of Lender, Borrower and/or Pledgors shall pledge additional collateral to Lender acceptable to Lender, (2) Borrower shall repay the Loan or a portion thereof, or (3) Borrower and/or Pledgors shall do any combination of (1) or (2), so that, after giving effect to such pledge and/or repayment, the outstanding principal amount of the outstanding Loan is not greater than the sum of (x) the Market Value of M&F Securities pledged as Pledged Collateral under the Security Agreements multiplied by forty percent (40%), plus (y) the percentage of the Market Value of any such additional collateral accepted by Lender. (ii) If at any time Borrower has not satisfied its obligation to pledge additional collateral or repay the Loan as required in the event of a Margin Call (as described in subsection (i) above), Borrower shall, within three (3) Business Days, without any further or additional notice, pay all Obligations owing hereunder. (iii) In the event that Borrower and/or Pledgors have delivered additional collateral hereunder, the Borrower or any Lender, in its discretion, shall establish percentages of its Subsidiaries Market Value for Margin Calls hereunder. (iiv) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (In addition to the extent thereofforegoing, in the event that at any time Borrower and Pledgors recapitalize M&F Worldwide (as permitted in Section 5.5(a) hereof), (i) in the case of any Debt Issuanceproceeds thereof, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt received by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale Pledgors shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, to repay the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and Obligations hereunder in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentfull.

Mandatory Prepayments. (a) Subject to the terms of the Intercreditor Agreement and to the extent not required to prepay or cash collateralize obligations under the First Lien Credit Agreement as in effect on the date hereof, on or prior to the third Business Day following receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds of any Asset Sale or any Special Distribution, the Borrower shall: (i) in the case of the initial aggregate $200,000,000 of Net Cash Proceeds received from Asset Sales closed on or at any time after October 13, 2014 and Special Distributions received after the Closing Date, (x) offer to apply all or any portion of such Net Cash Proceeds and Special Distribution to the repayment of Loans as provided under Section 2.13(f) and/or (y) elect (by written notice to the Administrative Agent) to reinvest all or any portion of such amounts in Additional Assets; provided, that, the Borrower may not reinvest any such Net Cash Proceeds or Special Distribution unless: (1) in the case of any such Net Cash Proceeds (other than Net Cash Proceeds received from Asset Sales of Equity Interests of Eureka Hunter Holdings, LLC), the Proved Reserves Coverage Ratio is not less than 1.5 to 1.0 and the PDP Reserves Coverage Ratio is not less than 1.0 to 1.0 after giving effect to such Asset Sale; (2) in the case of any individual reinvestment or series of related reinvestments of $10,000,000 or more (other than Net Cash Proceeds received from Asset Sales of Equity Interests of Eureka Hunter Holdings, LLC), after giving effect to such reinvestment the Proved Reserves Coverage Ratio is not less than 1.5 to 1.0 and the PDP Reserves Coverage Ratio is not less than 1.0 to 1.0; (3) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (4) such reinvestment is consummated within 180 days after the receipt of such Net Cash Proceeds or Special Distribution (as certified by the Borrower in writing to the Administrative Agent) (it being understood that pending the final application of any such Net Cash Proceeds or Special Distribution, the Borrower or any Restricted Subsidiary may utilize such funds in any manner that is not prohibited under this Agreement); and (ii) in the case of Net Cash Proceeds from Asset Sales and Special Distributions received in excess of the initial $200,000,000, offer to apply 75% of such Net Cash Proceeds and Special Distribution to the repayment of Loans as provided in Section 2.13(f); and (b) In the event that the Borrower or any Restricted Subsidiary issues or incurs any Debt for borrowed money other than any cash proceeds from the incurrence of its Subsidiaries Debt permitted pursuant to Section 6.02, the Borrower shall substantially simultaneously with (iand in any event not later than the Business Day immediately following) receives any the receipt of such Net Cash Proceeds arising from any Debt Issuanceby such Loan Party or such Subsidiary, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and to prepay outstanding Loans. (iic) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, Sections 2.13(a) and (b) shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and, in the case of Section 2.13(b), the Applicable Premium. (d) Mandatory prepayments of Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16. (f) Each offer to prepay Loans pursuant to Section 2.13(a) shall be an offer by the Borrower to all Lenders on a pro rata basis and shall include any amounts owing pursuant to Section 2.13(c). Notwithstanding any other provision of this Section 2.13, each Lender shall have the right to reject its pro rata portion of any offer of prepayment, in which case, such amounts may be retained by the applicable Loan Party and used or applied by such Loan Party in any manner not prohibited by this Agreement (including Investments permitted hereunder). The Borrower shall provide Lenders a period of five Business Days to accept or reject the Borrower’s offer to prepay the Loans. If a Lender accepts any such prepayment offer, such amounts shall be applied as set forth in clause (d) against such Lender’s pro rata portion of the remaining scheduled installments of principal due hereunder.

Mandatory Prepayments. In The Borrowers shall prepay the event that the Borrower or any of its Subsidiaries Loans as follows: (i) receives If, at any Net Cash Proceeds arising from any Debt Issuancetime, Equity Issuance or Asset Sale consummated on or after the Effective Date or Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Total Revolving Loan Commitment at such time, the Borrowers shall immediately (iiA) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Swing Line Loans (to the extent thereof)Swing Line Loans in a sufficient amount are then outstanding, (iB) then prepay the Revolving Loans to the extent Revolving Loans in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an a sufficient amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds are then outstanding and (iiC) in otherwise, Cash Collateralize the case of any Qualifying Term Loan Facility, Obligations in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness then Effective Amount of the definitive documentation L/C Obligations, in respect thereofan aggregate principal amount equal to such excess. (ii) The Borrowers shall repay each Swing Line Loan on the earlier to occur of (A) the date ten Business Days after such Loan is made and (B) Revolving Loan Maturity Date. (iii) If, during any calendar year, any Loan Party sells or otherwise disposes of any assets (other than sales permitted under Sections 5.02(c)), the Borrowers shall, immediately after the completion of each sale or other disposition, prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d), in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds from such sale or other disposition; provided, however, that any if such Net Cash Proceeds with respect sale or other disposition occurs prior to any Asset Sale the time when the Term Loans have been loaned to the Borrowers, such sale or other disposition shall result in an automatic and permanent reduction of the Term Loan Commitment in an amount equal to the amount that would otherwise have been required to be prepaid pursuant to this Section had such Term Loans been outstanding at such time. Notwithstanding the foregoing, the Borrowers shall not be required to be applied make a prepayment pursuant to this clause (iii) with respect to any sale (a “Relevant Sale”) if the extent Borrowing Agent advises the Administrative Agent in writing at the time the Net Proceeds from such Net Cash Proceeds Relevant Sale are reinvested in, received that the Borrowers intend to reinvest all or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject in replacement assets to the extent (A) such Net Proceeds are in fact committed to be reinvested by the Borrowers pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by one or more Borrower and the related seller within 90 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the 90 or 180-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or a Default shall occur, then the Borrowers shall immediately preceding proviso are not so reinvested within prepay the Loans in the amount and in the manner described in the first sentence of this clause (iii). (iv) If, at any time after the Funding Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrowers shall, immediately after such 180 calendar day periodissuance or incurrence, prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d), in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such Indebtedness; provided, however, that if such issuance or incurrence occurs prior to the time when the Term Loans have been loaned to the Borrowers, such unused issuance or incurrence shall result in an automatic and permanent reduction of the Term Loan Commitment in an amount equal to the amount that would otherwise have been required to be prepaid pursuant to this Section had such Term Loans been outstanding at such time. (v) If, at any time, any Loan Party issues or sells any Equity Securities resulting in Net Proceeds, the Borrowers shall, immediately after such issuance or sale, prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d), in an aggregate principal amount equal to fifty percent (50%) of the Net Proceeds of such Equity Securities; provided, however, that if such issuance or sale occurs prior to the time when the Term Loans have been loaned to the Borrowers, such issuance or sale shall result in an automatic and permanent reduction of the Term Loan Commitment in an amount equal to the amount that would otherwise have been required to be prepaid pursuant to this Section had such Term Loans been outstanding at such time; and provided, further, however, that if some or all of the proceeds of such issuance or sale of Equity Securities are used to prepay all or a portion of the Permitted Subordinated Indebtedness, the amount used to prepay such Permitted Subordinated Indebtedness shall not be included in the calculation of any mandatory prepayment required pursuant to this Section 2.07(c)(v). (vi) If at any time, the Borrowers prepay or redeem all or portion of the Alliance Subordinated Indebtedness prior to the stated maturity or at maturity thereof in accordance with Section 5.02(f) hereof, the Borrowers shall, concurrently with such prepayment or redemption, prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d), in an aggregate principal amount equal to one hundred percent (100%) of the amount of such prepayment or redemption; provided, however, that the Borrowers shall not be required to prepay the Term Loans and other Obligations to the extent such prepayment or redemption of the Alliance Subordinated Indebtedness is being made with the proceeds of Equity Securities in accordance with the final proviso in Section 2.07(c)(v) hereof. (vii) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.07(c), (A) a certificate signed by a Responsible Officer of the Borrowing Agent setting forth in reasonable detail the calculation of the amount of such prepayment and (B) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrowers shall subsequently determine that the actual amount was greater than the amount set forth in such certificate, the Borrowers shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be applied immediately at permanently reduced) in an amount equal to the end amount of such period excess, and the Borrowers shall concurrently therewith deliver to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent a certificate signed by a Responsible Officer of the receipt by Borrowing Agent demonstrating the Borrower or derivation of the additional amount resulting in such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or [Reserved]. (ii) enters into definitive documentation for any Qualifying Term Loan FacilityProvided that no Default or Event of Default has occurred and is continuing under the First Lien Credit Agreement, then the Borrower shall prepay the Borrowings with Net Cash Proceeds in an amount equal to (A) 100% of Net Cash Proceeds of Senior Unsecured Notes (excluding, for the avoidance of doubt, Senior Unsecured Notes that are exchanged for or issued for the purpose of the redemption or retirement of then outstanding 364-Day Tranche Loans Senior Unsecured Notes provided that the Loan Parties’ Debt is not increased after giving effect to such redemption or retirement) and (to the extent thereof), (iB) in the case 50% of Net Cash Proceeds of any Debt Issuanceissuance of Equity Interests by Parent. On and after the repayment in full of the First Lien Debt, Equity Issuance or Asset Sale, Borrower shall prepay the Borrowings with Net Cash Proceeds in an amount equal to 100% of Net Cash Proceeds of a sale or disposition of any Property the gross proceeds of which are greater than $1,000,000 except (I) with respect to Senior Unsecured Notes or Equity Interests, which shall be repaid to the extent described above in this Section 3.04(c)(ii) and (II) a sale or disposition permitted under any of clauses (a) through (e) of Section 9.12. In each case, such prepayment shall occur on the same day that Borrower receives such Net Cash Proceeds not later Proceeds. (iii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than two Business Days following one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the receipt by Eurodollar Borrowing with the Borrower or such Subsidiary least number of such Net Cash Proceeds and (ii) days remaining in the case Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of any Qualifying Term Loan Facility, days remaining in an amount equal the Interest Period applicable thereto. (iv) Each prepayment of Borrowings pursuant to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion this Section 3.04(c) shall be applied immediately at the end of such period ratably to the 364-Day Tranche LoansLoans included in the prepaid Borrowings. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under Prepayments pursuant to this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and 3.04(c) shall be accompanied by accrued and unpaid interest on to the principal amount to be prepaid to but excluding the date of paymentextent required by Section 3.02.

Mandatory Prepayments. In (a) Not later than the event that first Business Day following the Borrower date of receipt by the Parent or any Restricted Subsidiary of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case respect of any Debt Issuance, Equity Issuance or Specified Asset Sale, in an amount equal to 100% the Parent shall notify each Administrative Agent of such Net Cash Proceeds not later than two receipt. On the third Business Days Day following the receipt by the Borrower Parent or such any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Borrowers shall (i) first, prepay the Term Loans in an aggregate amount equal to the lesser of (x) such Net Cash Proceeds and (y) $750,000,000 in the aggregate under this clause (a)(i) since the Effective Date, (ii) second, prepay the Term Loans and the Revolving Loans then outstanding on a pro rata basis (calculated using the Specified Asset Sale Adjusted Term Loan Amount in lieu of the amount of Term Loans then outstanding and determined without giving effect to any declined prepayment by any holder of Term Loans) with such Net Cash Proceeds remaining after application in accordance with clause (a)(i), and (iii) third, to cash collateralize outstanding Revolving Letters of Credit and LC Facility Letters of Credit, on a pro rata basis, in the case manner set forth in Section 9.3; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Parent may, with respect to any Qualifying Term Loan FacilitySpecified Asset Sale the Net Cash Proceeds of which do not exceed $500,000,000.00, on or prior to the date of the required prepayment, deliver to the Administrative Agents a certificate of a Responsible Officer of the Parent certifying that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries within 365 days after the receipt of such Net Cash Proceeds (or, if the Parent or such Restricted Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, the date, if later, that is 180 days after the date of such commitment) and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in an amount equal which case no prepayment of the Loans shall be required under this clause (a) with respect to the commitments amount intended to be so reinvested as set forth in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofcertificate; provided, provided further that any such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Loans promptly upon the expiration of such period in accordance with this clause (a). (b) Not later than the first Business Day following the date of receipt by the Parent or any Restricted Subsidiary, or by any Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Parent shall notify each Administrative Agent of such receipt. On the third Business Day following the receipt by the Parent or any Restricted Subsidiary, or by any Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Borrowers shall prepay the Term Loans and thereafter cash collateralize outstanding Revolving Letters of Credit and LC Facility Letters of Credit in an aggregate amount equal to such Net Cash Proceeds in accordance with Section 2.12(h); provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Parent may, on or prior to the date of the required prepayment, deliver to each Administrative Agent a certificate of a Responsible Officer of the Parent certifying that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) on or prior to the date that is 365 days after the receipt of such Net Cash Proceeds (or, if the Parent or such Restricted Subsidiary has entered into a binding commitment with respect to any Asset Sale such reinvestment within such 365-day period, the date, if later, that is 180 days after the date of such commitment), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrowers shall not be required to be applied make such prepayment to the extent of the amount intended to be so reinvested as set forth in such certificate; provided further any such Net Cash Proceeds that are not so reinvested in, or by the end of such period shall be applied to prepay the replacement Term Loans promptly upon the expiration of such period. (c) Not later than the first Business Day following the date of receipt by the Parent or repair any Restricted Subsidiary of assets any Net Cash Proceeds from the incurrence of any Indebtedness (including Permitted Term Refinancing Debt, but excluding any other Indebtedness permitted to be used inincurred pursuant to Section 8.1), the business Parent shall notify each Administrative Agent of such receipt and the Borrowers shall prepay the Term Loans and thereafter cash collateralize outstanding Revolving Letters of Credit and LC Facility Letters of Credit in an aggregate amount equal to such Net Cash Proceeds in accordance with Section 2.12(h). (d) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2018), the Borrowers shall, not later than March 31 of the Borrower following Fiscal Year, prepay the Term Loans and its Subsidiaries within 180 calendar days thereafter cash collateralize outstanding Revolving Letters of receipt thereofCredit and LC Facility Letters of Credit in accordance with Section 2.12(h) in an aggregate principal amount equal to (i) 75% (or (A) 50% if the Secured Leverage Ratio as of the end of such Fiscal Year shall have been equal to or less than 0.75:1.00 but greater than 0.50:1.00 or (B) 25% if the Secured Leverage Ratio as of the end of such Fiscal Year shall have been equal to or less than 0.50:1.00) of such Consolidated Excess Cash Flow; provided that at the option of the Parent, any voluntary prepayments of Term Loans (including prepayments at a discount to par offered to all Lenders under the Term Facility or under any Incremental Term Loan Facility, with credit given for the actual amount of the cash payment) made during such Fiscal Year or on or prior to March 31 of the following Fiscal Year (and without duplication in the next Fiscal Year) other than prepayments funded with the proceeds of incurrences of Long-Term Indebtedness, shall be credited against Consolidated Excess Cash Flow prepayment obligations on a dollar-for-dollar basis for such fiscal year (with the Secured Leverage Ratio for purposes of determining the applicable Consolidated Excess Cash Flow percentage above recalculated to give pro forma effect to any such cash pay down or reduction made during such time period); provided, further, that at the option of the Parent, any Capital Expenditures made during such Fiscal Year or on or prior to March 31 of the following Fiscal Year (and without duplication in the next Fiscal Year) shall reduce the calculation of Consolidated Excess Cash Flow for such Fiscal Year; provided, further, that any such Consolidated Excess Cash Flow prepayments shall be required only if the amount of prepayment exceeds $20,000,000.00. (e) (i) If, at any portion time, the aggregate principal amount of LC Facility Outstandings exceeds the aggregate LC Facility Commitments at such time, the Borrowers shall within one Business Day provide cash collateral in respect of the LC Facility Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans within two (to 2) Banking Days after the extent thereof), (i) in the case consummation of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt Sale by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds thereof. Concurrently with respect such Asset Sale, Borrower shall notify the Administrative Agent in writing whether or not it intends to any acquire replacement assets of the kind or type which were the subject of such Asset Sale within the ninety (90) day period following the Asset Sale. If Borrower does not so notify the Administrative Agent that it intends to acquire such replacement assets within such time period, then (a) the Net Cash Proceeds shall not be required to be applied to prepay either the extent such Net Cash Proceeds are reinvested inRevolving Credit Facility or the Term Credit Facility, or as may be designated by the Administrative Agent and (b) if applied to the replacement or repair of assets to be used inRevolving Credit Facility, the business of any of Total Revolving Facility Credit Commitment shall also be permanently reduced by such amount as may be designated by the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion Administrative Agent up to the amount of such Net Cash Proceeds that are subject to the immediately preceding proviso are not Sales Proceeds. If Borrower does so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent that it intends to acquire such replacement assets within such time period, then (a) the Net Cash Proceeds shall be applied to prepay the Revolving Credit Facility and (b) if Borrower fails to provide the Administrative Agent on or before the 90th day following the Asset Sale with evidence satisfactory to the Administrative Agent that it has in fact acquired the replacement assets referred to in its earlier notice, then as of such 90th day following the receipt Asset Sale (a) the prepayment shall, if the Administrative Agent so designates, be re-allocated to apply to the Term Credit Facility or (b) the Total Revolving Credit Facility Commitment shall be permanently reduced by such amount as may be designated by the Borrower or such Subsidiary Administrative Agent up to the amount of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentSales Proceeds.

Mandatory Prepayments. In Section 2.3 of the event that Loan Agreement is hereby deleted in its entirety and the following substituted therefor: “Notwithstanding the provisions of Section 6.4 hereof, so long as no Event of Default exists or has occurred and is continuing: (a) Upon the receipt by any Borrower or any of its Subsidiaries (i) receives of any Net Cash Proceeds arising from any Debt IssuanceExtraordinary Receipts, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Borrowers shall immediately prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset SaleObligations as set forth below, in an amount equal to 100% of such Net Cash Proceeds not later Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; (i) if such Extraordinary Receipts are the proceeds of Collateral (other than two Business Days following Capital Stock or Borrowing Base Assets) (A) if Excess Availability is greater than $10,000,000 (after giving effect to the Availability Block) as of the date of receipt of such Extraordinary Receipts, then such proceeds shall be applied, first, to the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall thereupon be permanently reduced by the amount of such proceeds applied to the outstanding principal amount of the Loans based on Equipment Availability, second, to the outstanding principal amount of the Term Loan and third, to the outstanding principal amount of the Revolving Loans and (B) if Excess Availability is less than $10,000,000 (after giving effect to the Availability Block) as of the date of receipt of such Extraordinary Receipts, then such proceeds shall be applied, first, to the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall thereupon be permanently reduced by the amount of such proceeds applied to the outstanding principal amount of the Loans based on Equipment Availability, second, to the outstanding principal amount of the Revolving Loans (and, in addition, Agent shall implement a permanent Reserve in such amount against amounts that could otherwise be borrowed under the Borrowing Base and a corresponding reduction of the Maximum Credit (“Term Loan Extraordinary Receipts Reserve”)) and third, to the outstanding principal amount of the Term Loan (and to the extent so paid, the amount thereof shall reduce the amount of the Term Loan Extraordinary Receipts Reserve by a corresponding amount under “second” above); (ii) if such Extraordinary Receipts are the proceeds of Collateral consisting of Borrowing Base Assets, then such proceeds shall be applied, first, to the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall thereupon be permanently reduced by the amount of such proceeds applied to the outstanding principal amount of the Loans based on Equipment Availability, and second, to the outstanding principal amount of the Revolving Loans and third, to the outstanding amount of the Term Loan; provided, however, that (A) so long as no Default or an Event of Default has occurred and is continuing, on the date such Person receives Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any judgment, settlement, condemnation or other cause of action in respect of, the loss, damage, taking or theft of any property or assets, such Extraordinary Receipts received by the Borrowers may, at the option of the Borrowers, be applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Borrower for the property or assets so disposed, provided, that (x) the Agent for the benefit of the Lenders has a first-priority Lien on such replacement (or repaired or restored) property or assets, (y) the Borrowers deliver a certificate to the Agent within ten (10) days after the date of receipt of such Extraordinary Receipts stating that such Extraordinary Receipts shall be used to repair or refurbish such property or assets or to acquire such replacement property or assets for the property or assets so lost, damaged or stolen or such Subsidiary other property or assets used or useful in the business of any Borrower within one hundred and twenty (120) days after the date of receipt of such Extraordinary Receipts that are not the proceeds of Real Property or one hundred and eighty (180) days after the date of receipt of such Extraordinary Proceeds that are the proceeds of Real Property (which certificate shall set forth an estimate of the Extraordinary Receipts to be so expended), and (z) if such Extraordinary Receipts are the proceeds of Real Property and aggregate $1,500,000 or more, the Borrowers shall obtain the prior written consent of the Agent and (B) if all or any portion of such Extraordinary Receipts are not so used within the 120-day or 180-day period, as applicable, such unused Extraordinary Receipts shall be applied to prepay the Obligations in accordance with this Section 2.3(a). Pending such reinvestment, the Extraordinary Receipts shall be applied as a prepayment of Loans in accordance with the terms of this Agreement. (b) Upon the sale or other disposition of assets consisting of Collateral (other than Capital Stock or Borrowing Base Assets) of Borrowers with the consent of or at the direction of Agent (A) if Excess Availability would be greater than $10,000,000 (after giving effect to the Availability Block) immediately after the following payments, then such Net Cash Proceeds shall be applied, first, to the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall thereupon be permanently reduced by the amount of such proceeds applied to the outstanding principal amount of the Loans based on Equipment Availability, second, to the outstanding principal amount of the Term Loan and third, to the outstanding principal amount of the Revolving Loans and (iiB) if Excess Availability would be less than $10,000,000 (after giving effect to the Availability Block) immediately after the following payments, then such Net Cash Proceeds shall be applied, first, to the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall thereupon be permanently reduced by the amount of such proceeds applied to the outstanding principal amount of the Loans based on Equipment Availability, second, to the outstanding principal amount of the Revolving Loans (and, in addition, Agent shall implement a permanent Reserve in such amount against amounts that could otherwise be borrowed under the case Borrowing Base and a corresponding reduction of the Maximum Credit (the “Term Loan Asset Sale Reserve”)) and third, to the outstanding principal amount of the Term Loan (and to the extent so paid, the amount thereof shall reduce the amount of the Term Loan Asset Sale Reserve by a corresponding amount under “second” above); (c) Upon the sale or other disposition of Collateral consisting of Borrowing Base Assets with the consent of or at the direction of Agent, the Net Cash Proceeds thereof shall be applied, first, to the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall thereupon be permanently reduced by the amount of such proceeds applied to the outstanding principal amount of the Loans based on Equipment Availability, and second, to the outstanding principal amount of the Revolving Loans and third, to the outstanding amount of the Term Loan; (d) Upon the issuance or sale by any Borrower or any of its Subsidiaries of Capital Stock of such Borrower or Subsidiary as permitted in Sections 9.7(b)(iii) and (iv) hereof, or the issuance or incurrence by any Borrower or any of its Subsidiaries of any Qualifying Term Loan FacilityIndebtedness of the type described in Section 9.9(g), Borrowers shall immediately prepay the Obligations, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness 100% of the definitive documentation Net Cash Proceeds received by such Person in respect thereof; providedconnection therewith as follows: (i) if Excess Availability would be greater than $10,000,000 (after giving effect to the Availability Block) immediately after the following payments, that any then such Net Cash Proceeds with respect shall be applied, first, to any Asset Sale the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall not thereupon be required to be permanently reduced by the amount of such proceeds applied to the extent outstanding principal amount of the Loans based on Equipment Availability, second, to the outstanding principal amount of the Term Loan and third, to the outstanding principal amount of the Revolving Loans and (ii) if Excess Availability would be less than $10,000,000 (after giving effect to the Availability Block) immediately after the following payments, then such Net Cash Proceeds are reinvested inshall be applied, or first, to the outstanding principal amount of the Loans based on Equipment Availability and the Equipment Availability shall thereupon be permanently reduced by the amount of such proceeds applied to the replacement or repair outstanding principal amount of assets the Loans based on Equipment Availability, second, to the outstanding principal amount of the Revolving Loans (and, in addition, Agent shall implement a permanent Reserve in such amount against amounts that could otherwise be borrowed under the Borrowing Base and a corresponding reduction of the Maximum Credit (the “Term Loan Debt/Equity Reserve”)) and third, to the outstanding principal amount of the Term Loan (and to the extent so paid, the amount thereof shall reduce the amount of the Term Loan Debt/Equity Reserve by a corresponding amount under “second” above). The provisions of this subsection (d) shall not be deemed to be used inimplied consent to any such issuance, incurrence or sale otherwise prohibited by the business terms and conditions of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject this Agreement. (e) Notwithstanding anything to the immediately preceding proviso are not so reinvested within such 180 calendar day periodcontrary in this Section 2.3, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All all prepayments of Borrowings principal under this Section 2.12 2.3 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by made together with accrued and unpaid interest on the principal amount thereon to be prepaid to but excluding the date of paymentsuch prepayment.”

Mandatory Prepayments. In Within three (3) Business Days of the event receipt by the Borrower or any Subsidiary of: (i) Net Cash Sale Proceeds from Asset Sales (other than Net Cash Sale Proceeds from (1) Asset Securitizations, (2) sales of loans in the ordinary course of business consistent with past practice, (3) the sale or other disposition for fair market value of obsolete or worn out equipment or other assets not necessary for operations disposed of in the ordinary course of business and (4) Asset Sales up to an aggregate amount not to exceed $500,000); (ii) Net Cash Equity Issuance Proceeds of the Borrower or any Subsidiary (other than Net Cash Equity Issuance Proceeds that are subject to mandatory repayment pursuant to any requirements governing the Class A Notes); (iii) Net Cash Debt Issuance Proceeds of the Borrower or any Subsidiary (other than Net Cash Debt Issuance Proceeds that are subject to mandatory repayment pursuant to any requirements governing the Class A Notes); or (iv) cash proceeds in excess of $10,000,000 in the aggregate in any fiscal year received from Casualty Events by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds which have not later than two Business Days following the receipt been reinvested by the Borrower or such Subsidiary Subsidiary, as applicable, within 365 days of receipt of such Net Cash Proceeds and (ii) proceeds in the case repair or replacement of any Qualifying Term Loan Facilitythe property so damaged, in destroyed or taken (provided, however, if an Event of Default has occurred and is continuing, such proceeds shall, unless the Majority Banks consent otherwise, be immediately paid to the Agent); the Borrower shall, or shall cause its Subsidiaries, to pay to the Agent for the respective accounts of the Banks an amount equal to the commitments in respect one hundred percent (100%) of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedproceeds, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied in the manner set forth in clause (d) immediately below. Further, if at any time the aggregate Revolving Credit Exposure of all Banks exceeds the Aggregate Revolving Commitments in effect at such time (whether resulting from a voluntary reduction of Aggregate Revolving Commitments pursuant to Section 2.2 hereof or otherwise), the Borrower shall immediately pay to the extent such Net Cash Proceeds are reinvested in, or applied to Agent for the replacement or repair of assets to be used in, the business of any respective accounts of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion Banks the amount of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If at any Net Cash Proceeds arising from any Debt Issuancetime the aggregate outstanding balance of the Revolving Loan exceeds Borrowing Availability, Equity Issuance or Asset Sale consummated on or after Borrowers shall immediately repay the Effective Date or aggregate outstanding Advances to the extent required to eliminate such excess. (ii) enters into definitive documentation for Immediately upon receipt by any Qualifying Term Loan FacilityCredit Party of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Sections 6.8 (a), then the Borrower (d), and (e)) or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, Revolving Loan in an amount equal to 100% all such cash proceeds net of (A) underwriting discounts, commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) sales, transfer, and similar taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, (D) amounts required to be placed in escrow in connection with such transaction; provided that such amounts and terms of escrow are customary for transactions of such Net Cash Proceeds nature and are reasonably satisfactory to Administrative Agent, and provided, further, that upon the release of any such escrowed funds such funds are applied in accordance with this Section 1.2 and (E) amounts that Administrative Agent reasonably determines are appropriate to meet indemnity and similar obligations, including post-closing purchase price adjustments in connection with such transaction, provided, that upon such obligations terminating, any such amounts not used for such purposes shall be applied in accordance with this Section 1.2. (iii) Subject to the provisions set forth in Section 6.5 of this Agreement, if any Credit Party issues Stock or any debt securities, no later than two the Business Days Day following the date of receipt by of the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in cash proceeds thereof, Borrowers shall prepay the case of any Qualifying Term Revolving Loan Facility, in an amount equal to the commitments all such cash proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs paid to non-Affiliates in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentconnection therewith.

Mandatory Prepayments. In (a) If, prior to the event that Collateral Release Date, the Borrower Dollar Equivalent of the Outstanding Amount of Covered Debt at any time shall exceed the Borrowing Base in effect at such time for any period of five (5) consecutive Business Days, the Company or any Subsidiary Borrower, if applicable, shall, within one (1) Business Day of its Subsidiaries the expiration of such five (i5) receives Business Day period, either prepay and/or otherwise reduce, as applicable, the then outstanding Covered Debt in the amount of such excess or cure any such Borrowing Base deficiency by increasing the Borrowing Base by adding additional Collateral in accordance with Schedule 1.1B and the Borrowing Base shall thereupon be concurrently increased by the value of such additional Collateral. (b) If, prior to the Collateral Release Date, the Company or any Subsidiary Guarantor shall receive Net Cash Proceeds arising from any Debt IssuanceDisposition of assets permitted under clause (f) of the definition of Permitted Asset Sales, Equity Issuance the Company shall apply (or Asset Sale consummated on or after the Effective Date or (iishall cause to be applied) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans such Net Cash Proceeds (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of that such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (iiconstitute Surplus Proceeds) in the case manner set forth in the proviso to such clause (f). (c) If, prior to the Collateral Release Date, the Company elects to prepay outstanding Covered Debt to comply with its obligations under Section 2.12(a), 2.12(b) or Section 7.1, such prepayment may be applied to outstanding Covered Debt in the order specified by the Company (and, for the avoidance of doubt, if two or more tranches of Eurocurrency Loans are then outstanding, the Company may specify the order of prepayment thereof). (d) On each Fee Payment Date on which any Letter of Credit denominated in an Optional Currency is outstanding, the Administrative Agent shall determine the Dollar Equivalent of the 509265-1725-08888-13316466 48 Total Domestic Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Qualifying Term Loan FacilityFee Payment Period, the Dollar Equivalent of the Total Domestic Extensions of Credit exceeds the Total Domestic Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Domestic Loans or Swingline Loans or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofexcess; provided, that any such Net Cash Proceeds with respect the failure of the Administrative Agent to determine the Dollar Equivalent of the Total Domestic Extensions of Credit as provided in this Section 2.12(d) shall not subject the Administrative Agent to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inliability hereunder. (e) On each Fee Payment Date, the business Administrative Agent shall determine the Total Multicurrency Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower and its Subsidiaries within 180 calendar days of receipt thereofshall prepay Multicurrency Loans in an aggregate principal amount at least equal to such excess; provided, further, that if any portion the failure of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent to determine the Total Multicurrency Extensions of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, Credit as applicable, and provided in this Section 2.12(e) shall not subject the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentany liability hereunder.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If at any time the sum of the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the Maximum Amount less the Reserves as then in effect, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. (ii) No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds arising from of any Debt IssuanceDisposition (other than Excluded Disposition Proceeds), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) Obligations in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% the Net Cash Proceeds of such Disposition; provided, however, that so long as (a) no Default or Event of Default has occurred and is continuing, (b) the Net Cash Proceeds of all Dispositions (other than Excluded Disposition Proceeds) from the first day of the then current Fiscal Year through the applicable date of determination do not exceed $1,000,000 in the aggregate, or solely with respect to the War Disposition $10,000,000 in the aggregate, for all Credit Parties combined and (c) the applicable Credit Party shall have delivered to Agent written notice on or prior to the fifth Business Day after such Disposition (if such Disposition is a Condemnation) or on or prior to the third Business Day prior to the consummation of such Disposition (if such Disposition is not a Condemnation) of its election to allocate all or a portion of the Net Cash Proceeds of such Disposition to reinvest in capital assets used or to be used in the businesses of the Credit Parties of the type engaged in by the Credit Parties as of the Second Restatement Closing Date or businesses reasonably related thereto (a "Reinvestment Transaction"), the applicable Credit Party may apply all or a portion of such Net Cash Proceeds not later than two Business Days to such Reinvestment Transaction within 180 days following the receipt by the Borrower such Disposition, or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds solely with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to War Disposition 24 months following the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofWar Disposition; provided, further, that if (1) any portion of such Net Cash Proceeds that Borrower does not so elect in such written notice to allocate to such Reinvestment Transaction shall be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) no later than the Business Day following receipt thereof by Agent; (2) until such Reinvestment Transaction is consummated, the amount of such Net Cash Proceeds allocated to such Reinvestment Transaction shall either be (x) deposited in a cash collateral account held by Agent or (y) applied to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application to the Revolving Loan Agent shall establish a Reserve against the Borrowing Availability in an amount equal to the amount of such proceeds so applied; (3) Borrower may request a Revolving Credit Advance or release from such cash collateral account, as applicable, to fund such Reinvestment Transaction and so long as the conditions in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from such cash collateral account to fund such Reinvestment Transaction; (4) in the event such Net Cash Proceeds have been applied against the Revolving Loan, the Reserve established with respect to such Net Cash Proceeds shall be reduced by the amount of such Revolving Credit Advance; and (5) if such Reinvestment Transaction is not consummated within 180 days following such Disposition, or solely with respect to the War Disposition 24 months following the War Disposition, or to the extent any portion of such Net Cash Proceeds allocated to such Reinvestment Transaction are subject not applied to such Reinvestment Transaction within 180 days following such Disposition, or solely with respect to the War Disposition 24 months following the War Disposition, (A) such Net Cash Proceeds then held in such account shall immediately be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) and (B) any Reserve allocated to such Reinvestment Transaction shall be immediately utilized through the borrowing by Borrower of a Revolving Credit Advance, the proceeds of which shall be applied to the prepayment of the Loans in accordance with this Section 1.3(b)(ii). (iii) No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds of any Debt Issuance (other than Excluded Debt Issuance Proceeds) or any Stock Issuance (other than Excluded Stock Issuance Proceeds), Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Debt Issuance referred to in clause (c) or (d) of the definition of Excluded Debt Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Debt Issuance that have not been applied as provided in subclause (i) or (ii) of such clause (c) or (d), as applicable. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Stock Issuance referred to in clause (c) of the definition of Excluded Stock Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Stock Issuance that have not been applied as provided in subclauses (i), (ii), (iii) or (iv) of such clause (c). (iv) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash interest on one or more series or issues of IDS Subordinated Notes is then prohibited pursuant to Section 6.14 (such one or more series or issues of IDS Subordinated Notes, the "Subject IDS Subordinated Notes"), Borrower shall prepay the Obligations in an aggregate amount equal to the lesser of: (A) 100% of the amount of (I) Distributable Cash as of such IDS Payment Date minus (II) the aggregate amount of cash dividends paid by Borrower on its common stock and cash interest payments made by Borrower on the Subordinated Debt in accordance with Sections 6.14(e) and (f) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date, and (B) 60% of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to and including such IDS Payment Date from the immediately preceding proviso are not so reinvested within IDS Payment Date which is attributable to such 180 calendar day periodSubject IDS Subordinated Notes. (v) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash dividends on Borrower’s Class A common stock is then prohibited pursuant to Section 6.14, Borrower shall prepay the Obligations in an aggregate amount equal to: (A) 75% of the amount of Excess Cash as of such unused portion shall be applied immediately at IDS Payment Date, minus (B) the sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class A common stock in accordance with Section 6.14(e) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such period IDS Payment Date and (2) the amount, if any, of any mandatory prepayment of the Loans on such IDS Payment Date pursuant to Section 1.3(b)(iv). (vi) Borrower shall prepay the 364-Day Tranche Loans. The Obligations from insurance and condemnation proceeds in accordance with Section 5.4(c) and the Mortgages, respectively. (vii) Upon the occurrence of a Change of Control, Borrower shall promptly (and but in any event within two three (23) Business Days of receiptsuch Change of Control) notify deliver written notice to each Lender offering to prepay in full the Administrative Agent aggregate principal amount of such Lender's Pro Rata Share of the receipt by Loans then outstanding, together with accrued and unpaid interest thereon, without premium, plus the Borrower or such Subsidiary payment of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationLIBOR funding breakage costs in accordance with Section 1.13(b). If a Lender shall, as applicable, and the Administrative Agent will promptly notify each Lender within ten (10) Business Days of its receipt of each such notice. All prepayments , deliver to Borrower written notice of Borrowings under this Section 2.12 shall be subject to Section 2.17its acceptance of such offer, but shall otherwise be without premium or penaltyBorrower shall, and shall be accompanied by within sixty (60) days of the occurrence of such Change of Control, prepay in full the aggregate principal amount of the such Lender's Pro Rata Share of the Loans outstanding as of the date of such prepayment, together with accrued and unpaid interest on thereon, without premium, plus the principal payment of any LIBOR funding breakage costs in accordance with Section 1.13(b) and the amount prepaid shall be applied to the Loans pursuant to Section 1.11(a) for the ratable benefit of each Lender that accepted such offer. The Agent shall give prompt notice to each Lender of the amount of each mandatory prepayment made by Borrower under this Section 1.3(b). Notwithstanding the foregoing, if the amount of any mandatory prepayment made by Borrower under this Section 1.3(b) (other than Section 1.3(b)(i) and Section 1.3(b)(vii)) shall be prepaid for less than all of the Term Loan (a "Mandatory Partial Term Prepayment" and the amount thereof the "Mandatory Partial Term Prepayment Amount"), any Term Lender holding a portion of the Term Loan may elect, by notice to but excluding Agent promptly following such Lender’s receipt of notice thereof pursuant to the date preceding sentence, to decline to receive its ratable share of paymentsuch Mandatory Partial Term Prepayment Amount, in which case the Mandatory Partial Term Prepayment Amount shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender that did not decline such prepayment.

Mandatory Prepayments. In (a) If at any time the event that Total Outstanding Principal exceeds the Aggregate Commitments then in effect for any reason whatsoever (including, without limitation, as a result of any reduction in the Aggregate Commitments pursuant to Section 2.07 or Section 2.09), the Borrower or any of its Subsidiaries shall prepay Loans in such aggregate amount (itogether with accrued interest thereon to the extent required by Section 2.13) receives any Net Cash Proceeds arising from any Debt Issuanceas shall be necessary so that, Equity Issuance or Asset Sale consummated on or after giving effect to such prepayment, the Total Outstanding Principal does not exceed the Aggregate Commitments. (b) On the fifth Business Day after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityInitial Credit Event Date, then the Borrower shall prepay the outstanding 364-Day Tranche principal of the Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments lesser of (i) the aggregate Net Cash Proceeds, other than Retained Proceeds, received by the Company and its Subsidiaries in respect of such Qualifying Term Loan Facility immediately upon effectiveness Asset Sales on or after February 27, 2000, and on or before the Initial Credit Event Date, and (ii) the Total Outstanding Principal. (c) If the Parent Guarantor or any of its Subsidiaries shall at any time, or from time to time, receive on or after the Initial Credit Event Date any Net Cash Proceeds, other than Retained Proceeds, in respect of any Reduction Event then, on and as of the definitive documentation in respect thereof; provided, that any date of receipt of such Net Cash Proceeds with respect to any Asset Sale (or, in the case of Net Cash Proceeds received on the Initial Credit Event Date, on the next Business Day thereafter), the Borrower shall not be required to be applied prepay the principal of the Loans in an amount equal to the extent lesser of (i) such Net Cash Proceeds, and (ii) the Total Outstanding Principal; provided that (1) if the Net Cash Proceeds in respect of any Reduction Event are reinvested inless than $5,000,000, such prepayment shall be effected upon receipt of Net Cash Proceeds in an amount that, together with all other such amounts not previously applied, are equal to at least $25,000,000; and (2) if any such prepayment would otherwise require that the Borrower prepay Eurodollar Loans or applied Competitive Loans prior to the replacement or repair last day of assets to be used inthe Interest Period applicable thereto, the business of any prepayment in respect of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject would otherwise be applied to the immediately preceding proviso are not so reinvested within such 180 calendar day periodprepayment of Eurodollar Loans or Competitive Loans shall, such unused portion shall be applied immediately at the end unless a Default or Event of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, Default exists and the Administrative Agent will promptly notify each Lender otherwise notifies the Borrower upon the instructions of its receipt the Required Lenders, be deferred to such last day. (d) If all or any portion of each the principal of the Company's 6.39% Debentures due November 28, 2000, is extended, renewed, or replaced, then the Company shall be deemed to have received, on the date on which such notice. All prepayments extension, renewal, or replacement becomes effective, Net Cash Proceeds in respect of Borrowings under a Reduction Event in an amount equal to the amount of such principal that is so extended, renewed or replaced. (e) Each prepayment of Loans pursuant to this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and 2.08 shall be accompanied by accrued the Borrower's payment of any amounts payable under Section 2.16 in connection with such prepayment. Prepayments of Revolving Loans and unpaid interest on Term Loans shall be applied ratably to the principal amount to be prepaid to but excluding the date of paymentLoans so prepaid.

Mandatory Prepayments. In Borrower shall be required to make prepayments (“Mandatory Prepayments”) in each of the following events: (a) in the event that the Borrower or any of its Subsidiaries the Collateral is the subject of a Casualty Event, a Mandatory Prepayment equal to the amount of the Casualty Proceeds received by Borrower on account thereof (provided that no such Mandatory Prepayment shall be required to the extent that Borrower uses such Casualty Proceeds for repair or replacement for any Casualty Event if the amount of Casualty Proceeds does not exceed $25,000,000.00, or such higher amount as may be approved by the Required Lenders at their discretion, and so long as (i) receives a contract for such repair or replacement is entered into within 180 days of such Casualty Event for such repairs and/or the acquisition of such replacements, (ii) such repair or replacement is effected within 360 days of such Casualty Event, and (iii) any Net Cash Proceeds arising from such replacements are covered by the lien in favor of the Administrative Agent on the Collateral); (b) upon the issuance of any Debt Issuanceequity securities in a capital raising transaction resulting in net proceeds to Borrower of an amount in excess of $10,000,000.00 (which amount shall automatically increase to $20,000,000.00 upon the date that Borrower acquires 100% of the Gold Xxxx Stock), Equity Issuance a Mandatory Prepayment equal to fifty percent (50.0%) of the net proceeds of such offering of equity securities to the extent not used, under the conditions set forth below, for acquisitions and/or capital investment within 360 days of receipt; provided however, no Mandatory Prepayment shall be required under this Section 5.6(b) in connection with a Permitted Capital Raising Transaction or Asset Sale consummated on to the extent Borrower is required to make prepayments under the terms of any unsecured debt or after loan facility in connection with any Permitted Capital Raising Transaction; (c) upon sale or other disposition of any non-current assets (except for sales in the Effective Date ordinary course of business) which are a part of the Collateral (other than Collateral with respect to which the lien is released pursuant to the provisions of Section 10.15 hereof), a Mandatory Prepayment equal to one hundred percent (100%) of the net proceeds in excess of $10,000,000 received by Borrower to the extent that such excess net proceeds are not used, under the conditions set forth below, for acquisitions and/or capital investment within 360 days of receipt by Borrower, of or in assets which are covered by a first priority perfected lien in favor of the Administrative Agent subject to Permitted Encumbrances; (d) upon sale or other disposition of any non-current assets (except for sales of investments available for sale and other sales in the ordinary course of business) which are not part of the Collateral, if Borrower at any time subsequent to such sale desires to use (and Borrower is not required to do so under the terms of an secured or unsecured credit facility or indenture) any of the net proceeds thereof to pay amounts owing under any of the Senior Unsecured Notes, Borrower (i) shall provide the Administrative Agent with ten (10) days advance written notice of its intention to make such payment and (ii) shall, if required to do so by the Administrative Agent, make a Mandatory Prepayment in the Pro Rata Amount; and (e) at any time that (i) the aggregate outstanding principal balance owing under the Revolving Loan (including the Converted Loans), and under the Term Loan, in the aggregate exceeds the Available Amount or exceeds the Aggregate Commitment, as it may exist at any time, or (ii) enters into definitive documentation for any Qualifying the principal balance owing under the Revolving Loan exceeds the Aggregate Revolving Commitment, or (iii) the principal balance owing under the Term Loan Facilityexceeds the Aggregate Term Commitment, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Salethen, in an amount equal to 100% of any such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilitycase, in an amount a Mandatory Prepayment equal to the commitments in respect amount of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. In the event that the (a) Subject to Section 4.3 hereof, when any Borrower sells or otherwise disposes of any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) Collateral other than Inventory in the case Ordinary Course of any Debt IssuanceBusiness, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following Borrowers shall repay the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Advances in an amount equal to the commitments in respect net proceeds of such Qualifying Term Loan Facility immediately upon effectiveness sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the definitive documentation date of payment, such proceeds shall be held in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale trust for Agent. The foregoing shall not be required deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the extent remaining Advances in such Net Cash Proceeds are reinvested inorder as Agent may determine, or applied subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the replacement or repair terms hereof. (b) Once annually during each Clean-Down Period, Borrowers shall reduce and maintain the aggregate amount of assets Advances outstanding to less than $5,000,000 during such Clean-Down Period and Borrowers shall not request Advances during such Clean-Down Period which would result in the aggregate amount of Advances outstanding (including Revolving Advances and the aggregate Maximum Undrawn Amount of Letters of Credit) to exceed $5,000,000 after giving effect to any such Advance request. The commencement date for each Clean-Down Period will be used indetermined by Borrowers, in their discretion; provided that each Clean-Down Period must commence no later than April 1st of each year. If, on any date during a Clean-Down Period and for any reason, the business aggregate amount of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedAdvances exceeds $5,000,000, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall Borrowers will promptly (and in any event within two three (23) Business Days thereof) repay (or otherwise reduce, such as by effecting the termination of, or delivery of receiptcash collateral in respect of, an outstanding Letter of Credit) notify the Administrative Agent aggregate amount of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness Advances outstanding in an amount equal not less than 100% of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings, the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceRestricted Subsidiary, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not thereof shall be applied no later than two one Business Days following Day after the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event (i) in an amount less than $150,000,000, then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date or (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedor greater than $150,000,000, that any then such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2014, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year (other than to the extent made with the proceeds of the incurrence of Indebtedness) and solely to the extent accompanied by permanent optional reductions of the Revolving Commitments and (B) all optional prepayments of Term Loans during such fiscal year (including optional prepayments pursuant to Section 2.11(b)), in each case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to any Asset Sale shall not be which such prepayment is made, are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject the Term Loans pursuant to the immediately preceding proviso are not so reinvested within such 180 calendar day periodSection 2.12, such unused portion prepayments shall be applied immediately at on a pro rata basis to the end then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such period mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the 364-Day Tranche Loans. The Borrower shall promptly (and full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt payments required to be made by the Borrower or such Subsidiary pursuant to Section 2.21. Each prepayment of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Term Loans under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid. (e) [Reserved.] (f) On each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 7.2(aa), the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay Term Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness.

Mandatory Prepayments. (a) If at any time the Total Revolving Credit Outstandings exceed the Revolving Credit Facility, including without limitation upon the occurrence of the Revolving Credit Maturity Date, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoing, 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 2.06(a) unless after the prepayment in full of the Revolving Credit Loans and the Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. In addition, on the event that Revolving Credit Maturity Date, the Borrower shall prepay any Revolving Credit Loans outstanding on such date, together with all accrued interest thereon and any additional amounts required by Section 3.05, to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date. (b) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds in excess of $2,500,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), then (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-next Business Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the date of receipt by the Borrower or such the applicable Subsidiary of such Net Cash Proceeds and (ii) in subject to Section 2.06(e), the case of any Qualifying Term Loan Facility, in Borrower shall prepay the Loans by an amount equal to the commitments in respect amount of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation Net Cash Proceeds, as set forth in respect thereofSection 2.06(d); provided, however that any such Net Cash Proceeds with respect to any Asset Sale at the election of the Borrower, and so long as no Default shall not have occurred and be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used incontinuing, the business of Borrower, the applicable Subsidiary or any Loan Party (or any combination of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if foregoing) may reinvest all or any portion of such Net Cash Proceeds that are (other than the Net Cash Proceeds of any Asset Disposition or series of Asset Dispositions pursuant to Section 7.05(q), which shall be subject to the immediately preceding proviso are minimum prepayment requirements specified in Section 2.06(d)) if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Borrower and/or any such permitted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.06(b), (x) the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire Oil and Gas Properties or operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing in each case, within 365 days after the receipt of the applicable Net Cash Proceeds, (y) the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall, in the case of any Disposition of, or Recovery Event with respect to, any Collateral, reinvest such proceeds in assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.06(b) shall be issued by a Person organized under the laws of any political subdivision of the United States), and (z) the Borrower shall prepay the Loans, as set forth in Section 2.06(d), with any portion of such Net Cash Proceeds not so reinvested expended in accordance with this Section 2.06(b) within such 180 calendar day period. Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such unused portion shall be applied immediately at Net Cash Proceeds in Cash Equivalents in which the end Administrative Agent, for the benefit of such period the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the 364-Day Tranche Loansconsummation of any Disposition not permitted by Section 7.05. The With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred. (c) If any Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) through (f) and (h) through (o)), then on the next Business Day following receipt by the Borrower or such the applicable Subsidiary of the Net Cash Proceeds from such issuance or incurrence, the Borrower shall prepay the Loans by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.06(d). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not otherwise permitted hereunder. (d) Each prepayment of Loans pursuant to the foregoing provisions of Section 2.06 shall, subject to Section 2.18 and except as provided in the succeeding two sentences, be applied, first, to the prepayment of the Term Loans on a pro rata basis and second to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f) below. Each prepayment of Loans with Net Cash Proceeds received pursuant to Section 7.05(q) from a Disposition of Oil and Gas Properties or the Caesar shall be applied as follows: (i) 60% of such Net Cash Proceeds and/or shall be applied, first, to the effectiveness prepayment of the Term Loans on a pro rata basis and second to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f) below, and then (ii) the remaining 40% of such definitive documentationNet Cash Proceeds shall be applied in accordance with Section 2.06(b). Each prepayment of Loans with Net Cash Proceeds received pursuant to Section 7.05(q) from a Disposition of Reeled Pipelay Assets shall be applied as follows: (i) 60% of such Net Cash Proceeds shall be applied, first, to the prepayment of the Term Loans on a pro rata basis and second to the prepayment of the Revolving Credit Loans as applicableprovided in Section 2.06(f) below, and then (ii) the Administrative Agent will promptly notify each Lender remaining 40% of its receipt such Net Cash Proceeds shall be applied in accordance with Section 2.06(b); provided that such remaining 40% of such Net Cash Proceeds may, if applied to the prepayment of Loans, be applied to the prepayment of Revolving Credit Loans and/or Term Loans as elected by the Borrower. Any prepayment of a Loan pursuant to this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. The amount of each such notice. All prepayments prepayment of Borrowings under the Term Loans pursuant to this Section 2.12 2.06 shall be subject applied ratably to Section 2.17, but shall otherwise be without premium or penaltythe then remaining installments of such Term Loans, and shall be accompanied by accrued any additional amounts required pursuant to Section 2.16. (e) Notwithstanding any of the other provisions of clause (b) or (c) of this Section 2.06, so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and unpaid interest be continuing: (i) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) of this Section 2.06, the principal aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (b) or (c) of this Section 2.06 to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be prepaid deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.06 (without giving effect to the first and second sentences of this clause (e)) but excluding which have not previously been so applied. (ii) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) of this Section 2.06, the date Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of paymentsuch required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account. (f) Prepayment of the Revolving Credit Facility made pursuant to this Section 2.06, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.