Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (i) If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (i) If Upon the Term Loans sale, transfer or other disposition by the Borrower or any Borrower Subsidiary of any Aircraft, or any Equity Interest in any Aircraft Owning Entity or Owner Participant to a Person other than any Borrower Group Member or, if the conditions substantially identical to those set forth in Section 6.2(p) have been satisfied, any Section 9.7(a) Entity (including, without limitation, in connection with the consummation of any Capital Markets Transaction or any other refinancing by the Borrower) (each, a “Disposition Event”), the Borrower shall forthwith deposit into the Collection Account an amount equal to the net proceeds from such Disposition Event (together with all amounts maintained in the Supplemental Rent Account and the Security Deposit Account attributable to such Aircraft or Equity Interest, that are accelerated following not payable to the applicable Lessee or seller of such Aircraft or Equity Interest), which amounts shall be applied in accordance with the Flow of Funds on the next Payment Date after such Disposition Event. Upon the occurrence of an Event of DefaultLoss with respect to any Aircraft, the Borrower shall immediately pay shall, upon the receipt of any insurance, condemnation or other proceeds (including any Lessee or other third party payments and all amounts maintained in the Supplemental Rent Account and the Security Deposit Account attributable to Lenders, payable such Aircraft that are not required to each Lender be returned to the applicable Lessee in accordance with its respective Pro Rata Sharethe terms of the Lease) in respect of such Event of Loss, deposit into the Collection Account an amount equal to the sum of: then Allocable Advance Amount of such Aircraft (A) all outstanding principal determined as of the Term Loans plus accrued interest thereon through date of such Event of Loss), which amount shall be applied in accordance with the prepayment date, (B) Flow of Funds on the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsnext Payment Date after such deposit. (ii) In If there is a Borrowing Base Deficiency as of any Payment Date, the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, prepay on such Payment Date the Outstanding Principal Amount by an amount equal to the sum of: amount of such Borrowing Base Deficiency by deposit to the Collection Account, which amounts shall be applied in accordance with the Flow of Funds. (Aiii) all outstanding principal If there is a Borrowing Base Deficiency as of any Report Date, the Term Loans plus accrued interest thereon through Borrower shall prepay on the prepayment date (accrued at Payment Date immediately succeeding such Report Date the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) Outstanding Principal Amount by an amount equal to fifty percent the amount of such Borrowing Base Deficiency by deposit to the Collection Account, which amounts shall be applied in accordance with the Flow of Funds. (50%iv) If the LTV Maintenance Test shall not be satisfied in connection with a Disposition Event or an Event of Loss, the Prepayment FeeBorrower shall prepay, plus (Don the Payment Date specified in Section 4.2(b)(i) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding such Disposition Event or Event of Loss, as the foregoingcase may be, the PTC124 Discontinuation Outstanding Principal Amount by an amount equal to the amount by which the Outstanding Principal Amount is required to be reduced in order for the LTV Maintenance Test to be satisfied, by deposit of such amount into the Collection Account. Any amounts prepaid in accordance with this clause (iv) shall not be deemed to have occurred applied in accordance with the Flow of Funds. (and the Lenders v) The Borrower shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of give at least $25,000,000 in four (4) Business’ Day’s prior written notice of any prepayment pursuant to this Section 4.2(b) to the aggregateAdministrative Agent, which notice shall be irrevocable.

Mandatory Prepayments. (a) Within five days after delivery to Agent of Borrowers’ audited annual financial statements pursuant to Section 9.1.2 (the “ECF Payment Date”), commencing with the delivery to Agent of the audited annual financial statements for the Fiscal Year ending December 31, 2017, Borrowers shall (i) If deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Parent, and (ii) (A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: result of (Ato the extent positive) (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year, or (B) if the Leverage Ratio is less than or equal to 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans plus accrued interest thereon through in an amount equal to the prepayment date, result of (Bto the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the Final Paymentaggregate principal amount of all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (C2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Prepayment Fee, plus Excess Cash Flow prepayment for the succeeding Fiscal Year (D) all other sumsthe “Excess Cash Flow Payment Amount”); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall have become due and payable, including Lenders’ Expensespay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and interest at shall on the Default Rate with respect first day of each month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to any past due amounts.be paid such that the Payment Conditions are satisfied until such time as the entire Excess Cash Flow Payment Amount has been paid in full; (iib) In Concurrently with any disposition of assets of an Obligor in excess of $750,000 in any Fiscal Year (excluding the event Borrower permanently discontinues Borrower’s pursuit sale or other transfer of active development Inventory and Accounts in the Ordinary Course of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”Business), Borrower will give prompt written notice to Collateral Agent, and the Lenders Borrowers shall have the right, upon written notice to Borrower, to require Borrower to repay prepay the Term Loans Loan in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: Net Proceeds of such disposition; provided that so long as no Event of Default shall have occurred and be continuing, the recipient of any such Net Proceeds may reinvest such Net Proceeds within (i) 180 days of such disposition in replacement assets performing the same or similar functions; or (ii) within 270 days of such disposition if Borrowers have entered into a binding commitment to make such reinvestment in replacement assets performing the same or similar functions within the 180 day period referred to in clause (i) provided that, (A) all outstanding principal of to the extent such disposition relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth until paid in Section 2.3 of this Agreement), full and (B) to the Final Paymentextent such disposition relates to Term Priority Collateral, such Term Priority Collateral Proceeds shall be applied (Ci) first, to the Term Loan until paid in full and (ii) second, to the Revolver Debt until paid in full; (c) Concurrently with the receipt by any Obligor of any proceeds of any insurance or condemnation award in excess of $2,500,000, the recipient of such proceeds shall prepay the Term Loan in an amount equal to fifty percent (50%) such proceeds; provided that so long as no Event of the Prepayment Fee, plus (D) all other sums, that Default shall have become due occurred and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoingbe continuing, the PTC124 Discontinuation recipient of any such proceeds may reinvest such proceeds (only to the extent that the aggregate amount of such proceeds from any single casualty or condemnation award do not exceed $7,000,000) within (i) 180 days of such disposition in replacement assets performing the same or similar functions or (ii) within 270 days of such disposition if Borrowers have entered into a binding commitment to make such reinvestment in replacement assets performing the same or similar functions within the 180 day period referred to in clause (i); provided that, (A) to the extent such proceeds of insurance or condemnation award relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall not be deemed applied (i) first, to have occurred Revolver Debt until paid in full and (and the Lenders shall not have the right ii) second, to require Borrower to repay the Term Loans until paid in full and (B) to the extent such proceeds of insurance or condemnation award relates to Term Priority Collateral, such Term Priority Collateral Proceeds shall be applied (i) first, to the Term Loan until paid in full and (ii) second, to the Revolver Debt until paid in full; (d) Concurrently with any issuance of Equity Interests (including issuances of Equity Interests constituting Equity Cure Contributions, but excluding issuances of Equity Interests constituting “Equity Cure Contributions” (as a result of the PTC124 Discontinuation) defined in the event Revolver Loan Agreement)) by any Obligor, Borrowers shall prepay the Term Loan in an amount equal to the net proceeds of such issuance; (e) Concurrently with any issuance of Debt (other than Debt permitted by Section 9.2.1) by any Obligor, Borrowers shall prepay the Term Loan in an amount equal to the net proceeds of such issuance; (f) [reserved]; (g) Concurrently with the receipt of any Extraordinary Receipts by any Obligor, Borrowers shall prepay Term Loans in an amount equal to such proceeds; provided that after to the Effective Date Borrower receives a lump sum cash payment(sextent such proceeds relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (which payment(sii) are recognized by Borrower as revenue or equitysecond, or any combination thereof, but not indebtedness) of at least $25,000,000 to the Term Loans until paid in the aggregatefull.

Mandatory Prepayments. (ia) If Immediately upon receipt by the Term Loans are accelerated following Borrowers or any of their Subsidiaries of any proceeds of any sale or disposition by the occurrence Borrowers or any of their Subsidiaries of any of their assets (other than to another Loan Party), or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, in each case in an Event of Defaultaggregate amount exceeding $2,000,000, Borrower the Borrowers shall immediately pay to Lenders, payable to each Lender prepay the Obligations in accordance with its respective Pro Rata Share, an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the sum ofBorrowers in connection therewith (in each case, paid to non-Affiliates); provided that the Borrowers shall not be required to prepay the Obligations with respect to (i) proceeds from the sales of assets in the ordinary course of business, and (ii) proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that are reinvested in assets then used or usable in the business of the Borrowers and their Subsidiaries within 180 days following receipt thereof, so long as such proceeds are held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested. Any such prepayment shall be applied in accordance with subsection (c) of this Section. (b) No later than the Business Day following the date of receipt by the Borrowers or any of their Subsidiaries of any proceeds from any issuance of Indebtedness or equity securities by the Borrowers or any of their Subsidiaries, the Borrowers shall prepay the Obligations in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrowers in connection therewith (in each case, paid to non-Affiliates); provided that the Borrowers shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (c) of this Section. (c) Any prepayments made by the Borrowers pursuant to subsection (a) or (b) of this Section shall be applied as follows: (A) first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all outstanding 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 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, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans plus accrued interest thereon through in inverse order of maturity; fifth, to the prepayment dateprincipal balance of the Swingline Loans, (B) until the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that same shall have become due 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 payableseventh, including Lenders’ Expensesto Cash 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, if any, unless an Event of Default has occurred and interest at is continuing and the Default Rate with respect to any past due amountsRequired Revolving Lenders so request. (iid) In If at any time the event Borrower permanently discontinues Borrower’s pursuit aggregate Revolving Credit Exposure of active development of Ataluren all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrowers shall within one (also known as PTC124®1) for all therapeutic indications (as determined by Business Day repay the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, Swingline Loans and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Revolving Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the sum of: (A) Swingline Loans to the full extent thereof; second, to the Base Rate Loans to the full extent thereof; and third, to the Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all outstanding principal Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Term Loans plus accrued interest thereon through Aggregate Revolving Commitment Amount, the prepayment date (accrued at the applicable interest rate as set forth Borrowers shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, such excess plus (D) all other sums, that shall have become due any accrued and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateunpaid fees thereon.

Mandatory Prepayments. (a) Unless the Required Lenders shall otherwise agree, if any Loan Party or any Subsidiary shall incur any Indebtedness (other than Permitted Indebtedness), then upon receipt Borrower shall apply such Net Cash Proceeds to (i) If prepay the Term principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are accelerated following permanently reduced by an equal amount. The provisions of this Section 2.7(a) do not constitute a consent to the occurrence incurrence of any Indebtedness by any Loan Party. (b) Unless the Required Lenders shall otherwise agree, if on any date any Loan Party shall receive Net Cash Proceeds from any Disposition (other than a Disposition pursuant to Section 6.5(h)) or any Purchase Price Refund, then upon receipt Borrower shall apply such Net Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an Event equal amount. The provisions of Defaultthis Section do not constitute a consent to the consummation of any Disposition. (c) Unless the Required Lenders shall otherwise agree, if on any date Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition pursuant to Section 6.5(h), then: (i) unless prior to such date Borrower has delivered to Agent a Reinvestment Notice with respect thereto, on the date that is five Business Days after such receipt thereof Borrower shall apply such Net Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an equal amount; and (ii) in the event Borrower delivers to Agent a Reinvestment Notice with respect to such Net Cash Proceeds, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, apply an amount equal to the sum of: (A) all outstanding principal aggregate Net Cash Proceeds less the portion of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensessuch Net Cash Proceeds, if any, and interest at expended prior to the Default Rate with respect relevant Reinvestment Prepayment Date to make a Qualified Investment to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any past due amountsborrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an equal amount. (iid) In Each prepayment of the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice Loans pursuant to Collateral Agent, and the Lenders this Section 2.7 shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender be applied in accordance with its respective Pro Rata Share, an amount equal Section 2.9 and shall be accompanied by a cash payment of the accrued interest (whether accrued as Cash Interest or PIK Interest) to the sum of: (A) Prepayment Date on the principal amount prepaid together with all outstanding principal other amounts then owing under this Agreement or any Loan Document including any fees and expenses then due and payable under any Loan Document. Each prepayment of the Term Tranche A Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreementpursuant to Sections 2.7(a), (B2.7(b) or 2.7(c) shall be accompanied by the Final Payment, (C) an amount equal to fifty percent (50%) concurrent payment of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateApplicable Premium.

Mandatory Prepayments. Except (x) to the extent the Loan Parties are permitted to use any Net Cash Proceeds or Extraordinary Receipts as cash collateral (i) If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with the Approved Budget and (ii) as permitted by the DIP Orders and (y) as provided in the last paragraph of this Section 2.11(b): (i) within 2 Business Days after the date of the consummation of any Disposition (other than Dispositions from a Loan Party to another Loan Party) by any Borrower or any of its respective Pro Rata ShareSubsidiaries, the Borrowers shall prepay the Loans in an amount equal to the sum of: (A) all outstanding principal 100% of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts.Net Cash Proceeds from such Dispositions; (ii) In within 2 Business Days after the event date of receipt by any Borrower permanently discontinues Borrower’s pursuit or any of active development its Subsidiaries, or Administrative Agent as loss payee, of Ataluren any Net Cash Proceeds from insurance or any condemnation, taking or other casualty, Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; and (also known as PTC124®iii) for all therapeutic indications within 2 Business Days after the date of receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the Loans an aggregate amount equal to 100% of such Extraordinary Receipts. (as determined by iv) Each prepayment of the Lenders Loan pursuant to this Section 2.11(a) or (b) shall be applied in their reasonable discretion) (accordance with Section 2.18(b); provided, that, to the “PTC124 Discontinuation”extent any Net Cash Proceeds or Extraordinary Receipts required to prepay the Loans pursuant to Sections 2.11(b)(i), Borrower will give prompt written notice to Collateral Agent(b)(ii) or (b)(iii) constitute Specified Priority Collateral, such Net Cash Proceeds or Extraordinary Receipts shall be applied in accordance with the Prepetition Credit Agreement and the Lenders shall have DIP Orders (except to the right, upon written notice extent that the Loan Parties are permitted to Borrower, use such Net Cash Proceeds or Extraordinary Receipts as cash collateral in accordance with the Approved Budget pursuant to require Borrower to repay the Term Loans in full, DIP Orders in which case Borrower the Loan Parties shall immediately pay not be required to Lenders, payable to each Lender apply such Net Cash Proceeds or Extraordinary Receipts so applied in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (Prepetition Credit Agreement and the Lenders shall not have DIP Orders to prepay the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateLoans).

Mandatory Prepayments. (a) The Borrowers shall repay the Term Loan in full in cash and pay all other non-contingent monetary Obligations that are then due and payable on the Maturity Date. (b) The Borrowers shall prepay the Term Loan, in whole or in part, and pay all accrued but unpaid interest on the portion so prepaid, on a pro rata basis among the Lenders in accordance with their respective Pro Rata Shares of the Term Loan on the date that any Borrower receives the Net Cash Proceeds from (i) If the Term Loans sale of any Designated Collateral, or (ii) any casualty insurance proceeds with respect to any Designated Collateral to the extent such casualty insurance proceeds are accelerated following not used to rebuild, reconstruct, or replace the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender affected Designated Collateral in accordance with its respective Pro Rata Sharethe terms of the applicable Mortgage, or (iii) any eminent domain, condemnation or similar taking with respect to any Designated Collateral, in each case, other than in connection with the sale or other disposition of the Headquarters Property, in an amount equal to 100% of the Net Cash Proceeds received, and in connection with the sale or other disposition of the Headquarters Property, an amount equal to the sum of: (A) all outstanding principal first $5,000,000 of Net Cash Proceeds received upon the sale or other disposition thereof. Each mandatory prepayment of the Term Loan made pursuant to this Section 3.1(b) shall be applied first to any Base Rate Loans plus accrued interest thereon through until paid in full, then to any LIBOR Rate Loans until paid in full. (c) In conjunction with each mandatory prepayment of the prepayment dateTerm Loan required pursuant to (i) Sections 3.1(a) and (b) hereof, (B) the Final PaymentBorrowers shall pay to each Lender, (C) with respect to any LIBOR Rate Loan prepaid, the Prepayment Fee, plus (D) all other sums, that shall have become amounts due and payable, including Lenders’ Expensesunder Section 4.4, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In Section 3.1(b) hereof, the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders Borrowers shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender a mandatory prepayment fee in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of Adjusted Applicable Prepayment Premium corresponding to the Term Loans plus accrued interest thereon through the required mandatory prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateamount.

Mandatory Prepayments. (i) If Promptly following receipt by Borrower or any of its Subsidiaries of any net cash proceeds from any Asset Sales, the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender prepay all Advances in accordance with its respective Pro Rata Share, an aggregate amount equal to the sum of: (A) all outstanding principal 100% of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountssuch net cash proceeds. (ii) In Promptly following receipt by Borrower or any of its Subsidiaries, or the event Borrower permanently discontinues Borrower’s pursuit Agent as loss payee, of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by any net cash proceeds from any Destruction or Taking, the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender prepay all Advances in accordance with its respective Pro Rata Share, an aggregate amount equal to 100% of such net cash proceeds. Notwithstanding the sum of: foregoing and provided no Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (Aif not cured or otherwise remedied during such time) all outstanding principal constitute an Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Borrower or such Subsidiary reinvests the net cash proceeds of such Destruction or Taking to repair, replace or restore any property of Borrower or such Subsidiary in respect of which such net cash proceeds are paid (or to reimburse Borrower or such Subsidiary for any such repair, replacement or restoration) within ninety (90) days after the date of such Destruction or Taking; provided, that the Borrower notifies Agent of Borrower's or such Subsidiary’s intent to reinvest and of the Term Loans plus accrued interest thereon through the prepayment date (accrued completion of such reinvestment at the applicable interest rate time such proceeds are received and when such reinvestment occurs, respectively. (iii) Promptly following receipt by Borrower or any of its Subsidiaries of any net cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than with respect to the Follow-On Investment (as set forth defined in Section 2.3 of this Agreementthe Investors’ Rights Agreement dated February 7, 2020)), (B) the Final Payment, (C) Borrower shall prepay all Advances in an aggregate amount equal to fifty percent 100% of such net cash proceeds. (50%iv) Promptly following receipt by Borrower or any of its Subsidiaries of any net cash proceeds from the Prepayment Fee, plus incurrence of any Indebtedness of Borrower or any of its Subsidiaries (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate than with respect to Permitted Indebtedness), the Borrower shall prepay all Advances in an aggregate amount equal to 100% of such net cash proceeds. (v) Promptly following receipt by Borrower or any past due amounts. of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay all Advances in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) Concurrently with any prepayment of the Advances pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of the chief executive officer or other responsible officer demonstrating the calculation of the amount of the applicable proceeds. (vii) Notwithstanding the foregoing, the PTC124 Discontinuation a prepayment shall not be deemed required pursuant to have occurred (and this Section 2.3(b) to the Lenders shall not have extent that it is waived by the right Agent in its discretion, either in response to require a request by the Borrower to repay or upon the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateAgent’s own initiative.

Mandatory Prepayments. (ia) If the Term Loans are accelerated following the occurrence of an Event of Default, The Borrower shall immediately pay to Lenders, payable to each Lender prepay the Notes in accordance with its respective Pro Rata Share, an amount amounts equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, amounts required pursuant to Section 7.05; provided that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding notwithstanding the foregoing, the PTC124 Discontinuation Borrower shall not be deemed required to have occurred make such payment to the extent such payment is prohibited pursuant to the terms of the First Lien Credit Agreement. Such prepayment shall be made no later than the next Business Day after the receipt of such proceeds of the Disposition of such Oil and Gas Properties. (b) The Borrower shall prepay the Notes in amounts equal to 100% of the Net Cash Proceeds of any Casualty Event related to the Borrower or any of its Subsidiaries. Such prepayment shall be made no later than 20 Business Days after the receipt of such proceeds. (c) Notwithstanding anything herein to the contrary, if any of the amounts referred to in Section 2.04(b) will otherwise be reinvested (including for actual repair and replacement following a Casualty Event) in assets used or useful in carrying on the Lenders business of the Borrower and its Subsidiaries within 90 days after the receipt thereof, then prepayment shall not have only be required to the right to require extent any excess Net Cash Proceeds remain after making such reinvestment during such 90-day period. If the Borrower plans such reinvestment with the Net Cash Proceeds described in Section 2.04(b), then it shall deliver and certify such intention in a certificate from the Financial Officer of the Borrower to repay the Term Loans Administrative Agent no later than 20 Business Days after the receipt of such Net Cash Proceeds. Any of the Net Cash Proceeds remaining after such 90-day period, the completion of such repair or replacement or after the Borrower has discontinued its good faith pursuit of such repairs or replacement will be promptly applied as a result prepayment of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateLoans.

Mandatory Prepayments. There shall become due and payable and Borrower shall prepay the Loans in the following amounts and at the following times: (i) If on the Term Loans are accelerated following date on which Borrower or any of its Subsidiaries (other than any of its Project Finance Subsidiaries) receives any payment which constitutes Major Casualty Proceeds (other than Major Casualty Proceeds received by utility Subsidiaries with respect to property that is subject to first mortgage bonds otherwise permitted by the occurrence terms of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Sharethis Agreement), an amount equal to the sum of: Net Cash Proceeds of such payment; provided, the recipient (Aother than Administrative Agent) all outstanding principal of any payment which constitutes such Major Casualty Proceeds may reinvest such payment within one hundred eighty (180) days, in replacement assets comparable to the Term Loans plus accrued interest thereon through assets giving rise to such payment; provided, further, the prepayment dateaggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $50,000,000.00 in any Fiscal Year; provided, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesfurther, if anyBorrower does not intend to reinvest such payment, and interest at or if the Default Rate with respect time period set forth in this sentence expires without Borrower or such Subsidiary having reinvested such payment, Borrower shall prepay the Loans in an amount equal to any past due amounts.the Net Cash Proceeds of such payment; (ii) In promptly upon receipt by any Borrower or any of its Subsidiaries (other than any of its Project Finance Subsidiaries) of the event Borrower permanently discontinues Borrower’s pursuit proceeds from the issuance and sale of active development any Indebtedness or equity securities, including but not limited to Indebtedness or equity securities undertaken to refinance funds used to consummate the Related Transactions (other than proceeds of: (w) Indebtedness incurred as a result of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (extensions and refinancings of the “PTC124 Discontinuation”Black Hills Corporation lease payment obligation on the Wygen I facility” described on Schedule 7.15(b) hereto which do not increase the principal amount thereof permitted under Section 7.17(c)(A), (x) Indebtedness under the Existing Credit Agreement and any credit agreement entered into by and among, inter alia, the Initial Banks and Borrower will give prompt written notice which refinances the Existing Credit Agreement; (y) Indebtedness issued by Black Hills Power, Inc. or CLF&P; and (z) the Marketing Subsidiary Excluded Credit Facility), an amount equal to Collateral Agent, one hundred percent (100%) of the Net Cash Proceeds of such issuance and sale; (iii) on the Lenders shall have the right, upon written notice to Borrowerdate on which Borrower or any of its Subsidiaries receives any payment which constitutes Extraordinary Receipts (other than, to require the extent they constitute Extraordinary Receipts, proceeds of: (w) Indebtedness incurred as a result of extensions and refinancings of the “Black Hills Corporation lease payment obligation on the Wygen I facility” described on Schedule 7.15(b) hereto which do not increase the principal amount thereof permitted under Section 7.17(c)(A), (x) Indebtedness under the Existing Credit Agreement and any credit agreement entered into by and among, inter alia, the Initial Banks and Borrower to repay which refinances the Term Loans in fullExisting Credit Agreement; (y) Indebtedness issued by Black Hills Power, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata ShareInc. or CLF&P; and (z) the Marketing Subsidiary Excluded Credit Facility), an amount equal to the sum of: amount of such payment; and (Aiv) all outstanding principal promptly upon receipt by any Borrower or any of its Subsidiaries of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 proceeds of this Agreement)any Asset Disposition, (B) the Final Payment, (C) an amount equal to fifty one hundred percent (50100%) of the Prepayment FeeNet Cash Proceeds of such Asset Disposition; provided, plus no prepayment shall be required pursuant to this Section 2.8(b)(iv) unless and until the aggregate Net Cash Proceeds received from Asset Dispositions exceeds $20,000,000 (D) in which case all other sumsNet Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.8(b)(iv)); provided, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoingfurther, the PTC124 Discontinuation shall not be deemed to have occurred recipient of such Net Cash Proceeds may reinvest such Net Cash Proceeds within one hundred eighty (and the Lenders shall not have the right to require Borrower to repay the Term Loans as 180) days, in replacement assets of a result of the PTC124 Discontinuation) kind then used or usable in the event that after the Effective Date business of Borrower. If Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equitydoes not intend to so reinvest such Net Cash Proceeds, or any combination thereof, but not indebtedness) of at least $25,000,000 if the period set forth in the aggregateimmediately preceding sentence expires without Borrower having reinvested such Net Cash Proceeds, Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds.

Mandatory Prepayments. (i) If any term loan comprising US Permitted First Lien Indebtedness is incurred by Chrysler Group LLC, then, concurrently with the Term repayment of the US Loans, the Loans are accelerated following shall be prepaid by an amount equal to 20% of the occurrence Net Cash Proceeds of an Event such term loan (for the avoidance of Defaultdoubt, prepayment is not required for any permitted revolving credit facility); provided, however, that such amount prepaid to Lender shall not exceed $200,000,000 (including any optional prepayment made by the Borrower hereunder); or (ii) if any Indebtedness described in clause (viii) of the definition of Permitted Indebtedness is incurred by any Secured Loan Party or if any other Group Member shall immediately pay to Lendersincur Indebtedness as described in clause (n) of the definition of Permitted Indebtedness in the US First Lien Credit Agreement, payable to each Lender in accordance with its respective Pro Rata Sharethen the Loans shall be prepaid, by an amount equal to the sum of: (A) all outstanding principal Lender’s Pro Rata Share of the Term Loans plus accrued interest thereon through Net Cash Proceeds of such receipt or incurrence. Prepayments hereunder shall be made (a) in the case of a prepayment datearising from the incurrence of debt of less than $25,000,000, (B) no later than two Business Days after the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if anydate of such incurrence, and interest at (b) in the Default Rate with respect case of a prepayment arising from the incurrence of debt of $25,000,000 or more, on the date of such incurrence. Chrysler Group LLC shall concurrently make prepayments to the US Lender of the US Loans and reductions of the US Commitment in an aggregate amount equal to the US Lender’s Pro Rata Share of the Net Cash Proceeds of any past due amountsIndebtedness described in clause (ii). Any such prepayment shall be accompanied by a notice to the Lender specifying the amount of such prepayment and the amount of such concurrent payment of the US Loans. (iib) In If on any date any Secured Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof within five (5) Business Days of receipt by such Secured Loan Party of such Net Cash Proceeds, the event Borrower permanently discontinues Borrower’s pursuit Loans shall be prepaid by an amount equal to 100% of active development the amount of Ataluren (also known as PTC124®) for all therapeutic indications (as determined such Net Cash Proceeds; provided that on each Reinvestment Prepayment Date, the Loans shall be prepaid by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. The provisions of this Section 2.07 do not constitute a consent to the consummation of any Disposition not permitted by Section 8.04. (Ac) all outstanding principal On the date that is the thirty-month anniversary of the Term Restatement Date, the Borrower shall prepay the Advances, firstly in respect of the Existing Loans plus accrued interest thereon through and secondly in respect of the prepayment date (accrued at the applicable interest rate as set forth remaining Loans, in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) the Dollar Equivalent of US$500,000,000; provided that if, at such time, Chrysler Group LLC elects under the US First Lien Credit Agreement to extend the maturity date of up to US$400,000,000 of the Prepayment FeeTranche B Loans (as defined under the US First Lien Credit Agreement) until June 10, plus 2017, the Borrower may elect, in its sole discretion, to reduce the mandatory prepayment required under this paragraph (Dc) all other sumsby an amount up to US$100,000,000, that shall have become due and payableby giving written notice to the Lender of its election to do so not later than ten Business Days prior to the thirty-month anniversary of the Restatement Date, including Lenders’ Expenses, if any, and interest at setting forth the Default Rate amount of the Tranche B Loans (as defined in the US First Lien Credit Agreement) with respect to which the maturity date is being extended and the corresponding amount of the mandatory prepayment under this paragraph (c) that is being reduced; provided further that the amount of the prepayment that may be reduced by the Borrower shall be calculated as the amount of the Tranche B Loans (as defined under the US First Lien Credit Agreement) with respect to which the maturity is being extended at such time divided by the Tranche B Commitment (as defined under the US First Lien Credit Agreement as of the date hereof) and multiplied by US$500,000,000. (d) On the date that is the seventh anniversary of the Restatement Date, the sum of the Loans shall be mandatorily prepaid by an amount equal to (i) 50% of the Maximum Loan Amount minus (ii) the aggregate principal amount of optional or mandatory principal repayments of Loans made after the Restatement Date but prior to such date. (e) Any amounts prepaid under this Section 2.07 shall be applied (i) first, to pay any past due amountsfees and indemnity obligations owed to the Lender, (ii) second, to pay accrued and unpaid interest on, the obligations under the Loans and (iii) third, to repay the outstanding principal amount of any Loans until paid in full. Notwithstanding (each a “Mandatory Prepayment”); provided that notwithstanding the foregoing, no Mandatory Prepayment is required to be made in respect of Net Proceeds of any sale, transfer or other disposition of Capital Stock of the PTC124 Discontinuation Borrower or of any direct or indirect parent of the Borrower as contemplated under any Permitted Restructuring Transaction. Upon receiving any Mandatory Prepayment in connection with the Disposition of Facility Collateral or concurrently with a Permitted Disposition, the Lender shall release its Lien thereon in accordance with Section 4.05. Unless and until all Advances have been paid in full and all other Obligations have been satisfied, the Lender shall not be deemed required to have occurred (and release its Lien on any Facility Collateral other than Facility Collateral for which the Lenders shall not have the right Disposition thereof gave rise to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatesuch Mandatory Prepayment.

Mandatory Prepayments. (a) Subject to the terms and conditions of the Intercreditor Agreement, in the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, apply all such Net Cash Proceeds to prepay outstanding Loans. (b) Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata among the Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Sections 2.10(a)(i), (ii) and (iii). (c) The Borrower shall, to the extent practicable, notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of any prepayment under this Section, either (i) If in the Term Loans are accelerated following case of any 1-month LIBOR Loan or a 2-Week LIBOR Loan, at least three Business Days or (ii) in the occurrence case of an Event any PRIME Rate Loan, at least one Business Day, before the date of Default, Borrower prepayment. Each such notice shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through be irrevocable and shall specify the prepayment date, (B) the Final Paymentprincipal amount to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, (C) the Prepayment FeeAdministrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest on the amounts prepaid. All prepayments of Borrowings under this Section shall be subject to Section 2.15, plus (D) all other sums, that but shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsotherwise be without premium or penalty. (iid) In Notwithstanding any other provision of this Section, the event Borrower permanently discontinues Borrower’s pursuit may defer any prepayment of active development less than $1,000,000 that would otherwise be required to be made under this Section until the aggregate amount of Ataluren all prepayments so deferred shall exceed $1,000,000, at which time the Borrower shall make all such deferred prepayments. (also known as PTC124®e) for all therapeutic indications (as determined All amounts required to be paid pursuant to this Section 2.12 shall be applied first, to prepay outstanding Loans of Lenders that accept the same. Any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Lenders in their reasonable discretionAdministrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.12, to decline all (but not a portion) of its pro rata share of such prepayment (such declined amounts, the “PTC124 DiscontinuationDeclined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). All such accepted prepayments shall be applied first, to the scheduled installments of principal due in respect of the Loans under Section 2.10 within 12 months of the date on which such prepayment is made and second, pro rata to the remaining scheduled installments of principal due in respect of the Loans under Section 2.10. Thereafter, the remaining Declined Proceeds shall be retained by the Borrower. (f) The Borrower will give prompt written notice shall deliver to Collateral the Administrative Agent, at the time of each prepayment required under this Section 2.12, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. If at the time of any prepayment pursuant to Section 2.12 there shall be outstanding Borrowings of different Types, and the if some but not all Lenders shall have accepted such mandatory prepayment, then the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower aggregate amount of such mandatory prepayment shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal be allocated ratably to the sum of: (A) all outstanding principal Borrowings of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including accepting Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (ia) If Immediately upon receipt by the Term Loans are accelerated following Borrower or any of its Subsidiaries of Net Cash Proceeds of any Asset Sale or Recovery Event in excess of $5,000,000 in any Fiscal Year, the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender prepay the Obligations in accordance with its respective Pro Rata Share, Section 2.12(e) in an amount equal to such Net Cash Proceeds, except to the sum of: (A) all outstanding principal extent that such Net Cash Proceeds are reinvested in any existing, or related, line of business of the Term Loans plus accrued interest thereon through Borrower or any Subsidiary within 180 days of such Asset Sale or Recovery Event (it being understood that such prepayment shall be due immediately upon the prepayment date, (B) expiration of such 180 day period to the Final Payment, (C) the Prepayment Fee, plus (D) all other sumsextent not reinvested); provided, that if after giving effect to such Asset Sale or Recovery Event the Loan to Value Ratio exceeds 85% then to the extent necessary to cause the Loan to Value Ratio to be equal to or less than 85% the Borrower shall have become due and payable, including Lenders’ Expenses, if any, and interest at make such prepayment immediately upon the Default Rate with respect to any past due amountsreceipt of such Net Cash Proceeds. (iib) In Immediately upon the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined receipt by the Lenders in their reasonable discretion) Borrower or any of its Subsidiaries of Net Cash Proceeds of any issuance of Indebtedness (the “PTC124 Discontinuation”other than Indebtedness permitted under Section 7.1), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender prepay the Obligations in accordance with its respective Pro Rata Share, Section 2.12(e) in an amount equal to such Net Cash Proceeds. (c) Immediately upon the sum of: receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from the issuance of any Capital Stock (A) all outstanding principal of other than Capital Stock issued by a Subsidiary to the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this AgreementBorrower or another Subsidiary), (Bthe Borrower shall prepay the Obligations in accordance with Section 2.12(e) the Final Payment, (C) in an amount equal to fifty percent such Net Cash Proceeds. (d) Within ninety days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2012, the Borrower shall prepay the Obligations in accordance with Section 2.12(e) Table of Contents in an amount equal to 50%% of Consolidated Excess Cash Flow for such Fiscal Year minus the amount of any voluntary prepayments made on the Term Loan during such period. (e) Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c) or (d) above shall be applied as follows: first, to the principal balance of the Prepayment FeeTerm Loans, plus (D) all other sums, that until the same shall have become due and payablebeen paid in full, including Lenders’ Expenses, if anypro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and interest at applied to the Default Rate with respect principal installments thereof on a pro rata basis; second, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, third, 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 fourth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any past due amountsaccrued and unpaid fees thereon. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and The Revolving Commitments of the Lenders shall not have be permanently reduced by the right amount of any prepayments made pursuant to require clauses second through fourth above, unless a Default or an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (f) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 (including after giving effect to the mandatory reduction of Aggregate Revolving Commitments pursuant to Section 2.8(c)) or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to repay such excess, together with 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 Term Swingline Loans as a result of to the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination full extent thereof, but not indebtedness) second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of at least $25,000,000 all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in the aggregatean amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.02), then not later than the next Business Day following such incurrence, the Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, not later than the fifth Business Day following the receipt by the Company or such Subsidiary of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) If any such prepayment shall only be required with the Term aggregate amount of Net Cash Proceeds from any Asset Sale or Recovery Event received in any fiscal year of the Company in excess of $1,000,000 and (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date the Loans are accelerated following shall be prepaid by an amount equal to the occurrence Reinvestment Prepayment Amount (or, in the case of an Event a Reinvestment Prepayment Date described in clause (b) of Default, Borrower shall immediately pay the definition thereof with respect to Lenders, payable to each Lender in accordance with its respective Pro Rata Shareonly a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the sum of: relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company commencing with the fiscal year ending January 31, 2015, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to (x) the ECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans under Section 2.09 during such fiscal year but only to the extent that such prepayments do not (i) occur pursuant to a refinancing of all or any portion of such Term Loans or (ii) utilize the Available Amount. 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 the date on which the financial statements of the Company referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is made, (i) are required to be delivered to the Lenders and (ii) are actually delivered. (d) In the event of any termination of all the Revolving Credit Commitments, each Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) all outstanding Letters of Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Loans and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount sufficient to eliminate such excess. (e) Notwithstanding any other provisions of this Section 2.10, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or passed on to or used for the benefit of the Company, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.10 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States (the Company hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts in compliance with applicable law to effect such repatriation), and once such repatriation to the United States of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under applicable local law, such repatriation to the United States will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans to the extent otherwise required under this Section 2.10 and (B) to the extent that the Company has determined in good faith that repatriation to the United States of any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries or passing on to or use thereof for the benefit of the Company would cause significant adverse tax consequences to the Company or any of its Subsidiaries, such Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date 180 days from the date on which any such Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments to the extent otherwise required under Section 2.10(b) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to Section 2.10(c), the Company applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by or was attributable to the Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated to the United States (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). For the avoidance of doubt, but without limiting the Company’s obligations under this Section 2.10, in no circumstance shall this Section 2.10 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Company any portion of any Net Cash Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary. (f) All prepayments made pursuant to this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty, and shall be accompanied by accrued interest on the principal amount to be repaid to but excluding the date of payment. (g) Each prepayment of Loans pursuant to this Section 2.10 shall be applied first, pro rata to the installments of Term Loans which are scheduled to mature in the 24-month period immediately following such prepayment, second, to remaining installments of Term Loans pro rata according to the outstanding principal amounts thereof, third, if no Term Loans are outstanding, to prepay outstanding Revolving Credit Loans to the full extent thereof, and fourth, if no Term Loans or Revolving Credit Loans are outstanding, to cash collateralize any outstanding Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all such Letters of Credit) (it being understood that any such repayment or cash collateralization shall not permanently reduce Revolving Credit Commitments). (h) The Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.10, (1) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the Term Loans plus accrued interest thereon through amount of such prepayment and (2) at least one Business Day prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit Type of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, each Loan being prepaid and the Lenders shall have the right, upon written notice principal amount of each Loan (or portion thereof) to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateprepaid.

Mandatory Prepayments. (ia) If the Term Loans are accelerated following the occurrence Borrower or any of an Event of Default, Borrower its Subsidiaries shall immediately pay issue debt securities or instruments pursuant to Lenders, payable to each Lender a public offering or private placement (excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), then on the next Business Day following such issuance, the Term Loans shall be prepaid by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date, Net Cash Proceeds of such issuance (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower or such lesser amount to repay the Term Loans in full). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not permitted under Section 7.2. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in which case Borrower respect thereof, then on the next Business Day following the receipt of such Net Cash Proceeds, the Term Loans shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of such Net Cash Proceeds (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an or such lesser amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as in full); 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 result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but Reinvestment Notice shall not indebtedness) of at least exceed $25,000,000 in any fiscal year of the aggregateBorrower and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 27, 2007, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow (or such lesser amount to repay the Term Loans in full). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Notwithstanding anything to the contrary herein, mandatory prepayments of the Term Loans shall not be required to the extent such prepayment would result in a taxable gain for US Federal income tax purposes at such time to any member of the Borrower as a direct result thereof, with any limitations in the prepayment being supported by reasonably detailed calculations presented to the Administrative Agent within five Business Days of the date on which such prepayment would otherwise be due.

Mandatory Prepayments. (ia) If On the Term Loans are accelerated next occurring Unscheduled Payment Date following the occurrence date on which Lender actually receives any Proceeds, if Lender is not obligated to make such Proceeds available to Borrower for the restoration of any Individual Property or otherwise remit such Proceeds to Borrower pursuant to Section 6.2 hereof, Borrower shall prepay or authorize Lender to apply such Proceeds as a prepayment of all or a portion of the outstanding Principal Amount of the Loan together with all interest required hereunder to be paid thereon and any other sums due hereunder in an amount equal to one hundred percent (100%) of such Proceeds; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Proceeds to the Indebtedness (until paid in full) in any order or priority in its sole discretion. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.3.2(a). (b) If, following an Event of Default, Borrower tenders payment of all or any part of the Indebtedness, or if all or any portion of the Indebtedness is recovered by Lender after such Event of Default (including, without limitation, by application of the Reserve Funds), (a) such payment may be made only, or will be applied by Lender, on the next occurring Unscheduled Payment Date together with all interest required hereunder to be paid thereon, (b) such payment shall immediately pay be deemed a voluntary prepayment by Borrower, and (c) Borrower shall pay, in addition to Lenders, payable to each Lender in accordance with its respective Pro Rata Sharethe Indebtedness, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) Liquidated Damages Amount in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in payment occurs prior to the aggregatePrepayment Lockout Release Date.

Mandatory Prepayments. (ia) If Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale and the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Asset Sale, would exceed 5.50 to 1.00, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the 10th day after such date to the prepayment of the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata ShareSections 2.7(d) and 2.13); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the sum of: Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of Term Loans in accordance with Sections 2.7(d) and 2.13. (Ab) all outstanding principal Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the 10th day after such date to the prepayment of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata ShareSections 2.7(d) and 2.13; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans plus accrued interest thereon through in accordance with Sections 2.7(d) and 2.13. (c) Unless the prepayment date Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (accrued at including the applicable interest rate as set forth Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements) (excluding any Indebtedness incurred in accordance with Section 2.3 of this Agreement7.2), (B) the Final Payment, (C) an amount equal to fifty percent (50%) 100% of the Prepayment FeeNet Cash Proceeds thereof shall be applied on the date of such incurrence to the prepayment of the Term Loans, plus in accordance with Sections 2.7(d) and 2.13. (Dd) Amounts to be applied in connection with any prepayment made pursuant to Section 2.7 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans.. Each prepayment of Term Loans under Section 2.7 (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) If, on any Calculation Date, (i) the Dollar Equivalent of the aggregate outstanding principal amounts of Revolving Credit Loans in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit, or (ii) the Dollar Equivalent of the sum of the aggregate principal amount of all other sums, that shall have become due Revolving Credit Loans then outstanding and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect L/C Obligations then outstanding exceeds an amount equal to any past due amounts. Notwithstanding 105% of the foregoingTotal Revolving Credit Commitments, the PTC124 Discontinuation shall not be deemed to have occurred (and Borrowers shall, following notice thereof from the Lenders shall not have the right to require Borrower to Administrative Agent, without demand therefor, promptly, but in any event within 5 days after such notice, repay the Term Loans as a result such of the PTC124 Discontinuation) outstanding Revolving Credit Loans in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) amount of at least $25,000,000 in the aggregatesuch excess.

Mandatory Prepayments. (a) On the first Business Day following the delivery of a Mandatory Prepayment Notice from the Calculation Agent to the Borrower (with a copy thereof to the Administrative Agent and the Lenders) stating that a Mandatory Prepayment Event has occurred (which need not be continuing) (provided that, subject to the last sentence of Section 2.05(b), if the Calculation Agent fails to deliver such Mandatory Prepayment Notice by 5:30 p.m. on the date the relevant Mandatory Prepayment Event occurs, any Lender may deliver or cause to be delivered the Mandatory Prepayment Notice in respect of such Mandatory Prepayment Event to the Borrower (with a copy thereof to each other Lender and Agent) with the same effect as if such Mandatory Prepayment Notice was delivered by the Calculation Agent; provided, further, that any failure to so deliver a copy of a Mandatory Prepayment Notice to any Lender or Agent shall not invalidate the effectiveness of such Mandatory Prepayment Notice) the Borrower shall prepay the aggregate outstanding principal amount of the Loans, together with all accrued interest thereon and shall pay any additional amounts required pursuant to Section 3.04 and all other Obligations (other than contingent obligations for which no claim has been made). (b) For purposes of the delivery and receipt of any Mandatory Prepayment Notice (including under Section 10.02), (i) the Borrower consents to the delivery of such Mandatory Prepayment Notice by electronic communications and (ii) the Borrower’s “normal business hours” shall be 9:00 a.m. to 6:00 p.m., each Business Day. Notwithstanding anything to the contrary contained herein, in the event that a Mandatory Prepayment Event occurs following any Potential Adjustment Event, Issuer Merger Event or Spin-Off Event, then the Calculation Agent and the Lenders agree not to send a Mandatory Prepayment Notice until such time as Calculation Agent has made its (or, subject to the terms and conditions of the proviso to this sentence, the Required Lenders have made their) determination as to the appropriate adjustments, if any, to be made to (i) the Minimum Price, (ii) the Maximum Share Number, (iii) the LTV Margin Call Level and/or (iv) the LTV Reset Level, in each case, in accordance with and subject to the provisions of Section 1.02(d); provided that, if the Calculation Agent fails to make its determination with respect to such adjustments by 5:30 p.m. on the date the relevant Mandatory Prepayment Event occurs, the Required Lenders (provided that the outstanding Loans held by, and unused Commitments of, the Calculation Agent and its Affiliates shall be excluded for purposes of making such determination of Required Lenders) may make such adjustments, if any, in each case, in accordance with and subject to the provisions of Section 1.02(d), with the same effect as if they were made by the Calculation Agent. (c) Subject to Section 2.11(j), any prepayment described in this Section 2.05(a) shall be made to the Administrative Agent for the ratable accounts of the Lenders, and each prepayment described in subsection (d) shall be made for the ratable accounts of the Revolving Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment. (d) If for any reason the Term aggregate outstanding principal amount of all Revolving Loans are accelerated following at any time exceeds the occurrence of an Event of Defaultaggregate Revolving Commitments at such time, Borrower shall immediately pay prepay the Revolving Loans in an aggregate principal amount equal to Lenders, payable such excess after notice thereof from the Administrative Agent or any Lender. Each such payment shall be paid to each Lender the Administrative Agent for the account of the Revolving Lenders in accordance with its their respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal Applicable Percentages solely in respect of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsRevolving Loans. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (ia) If the Term Loans are accelerated following the occurrence Borrower or any of an Event of Default, Borrower its Subsidiaries shall immediately pay issue debt securities or instruments pursuant to Lenders, payable to each Lender a public offering or private placement (excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), then on the next Business Day following such issuance, the Term Loans shall be prepaid by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date, Net Cash Proceeds of such issuance (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower or such lesser amount to repay the Term Loans in full). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not permitted under Section 7.2. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in which case Borrower respect thereof, then on the next Business Day following the receipt of such Net Cash Proceeds, the Term Loans shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of such Net Cash Proceeds (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an or such lesser amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as in full); 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 result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but Reinvestment Notice shall not indebtedness) of at least exceed $25,000,000 in any fiscal year of the aggregateBorrower and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event; provided further, that one time during the term of this Agreement the Borrower shall be entitled, upon notice to the Administrative Agent, to exclude up to $15,000,000 from the prepayment and reinvestment requirements of this clause (b). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow (or such lesser amount to repay the Term Loans in full). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1 (a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Notwithstanding anything to the contrary herein, mandatory prepayments of the Term Loans shall not be required to the extent such prepayment would result in a taxable gain for US Federal income tax purposes at such time to any member of the Borrower as a direct result thereof, with any limitations in the prepayment being supported by reasonably detailed calculations presented to the Administrative Agent within five Business Days of the date on which such prepayment would otherwise be due.

Mandatory Prepayments. (a) On the first Business Day following the delivery of a Mandatory Prepayment Notice from the Calculation Agent to the Borrower (with a copy thereof to the Administrative Agent and the Lenders) stating that a Mandatory Prepayment Event has occurred (which need not be continuing) (provided that, subject to the last sentence of Section 2.05(b), if the Calculation Agent fails to deliver such Mandatory Prepayment Notice by 6:00 p.m. on the date the relevant Mandatory Prepayment Event occurs, any Lender may deliver or cause to be delivered the Mandatory Prepayment Notice in respect of such Mandatory Prepayment Event to the Borrower (with a copy thereof to each other Lender and Agent) with the same effect as if such Mandatory Prepayment Notice was delivered by the Calculation Agent; provided, further, that any failure to so deliver a copy of a Mandatory Prepayment Notice to any Lender or Agent shall not invalidate the effectiveness of such Mandatory Prepayment Notice) the Borrower shall prepay the aggregate outstanding principal amount of the Loans, together with all accrued interest thereon and shall pay any additional amounts required pursuant to Section 3.04 and any applicable Prepayment Amount, and all other Obligations (other than contingent obligations for which no claim has been made). (b) For purposes of the delivery and receipt of any Mandatory Prepayment Notice (including under Section 10.02), (i) If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal consents to the sum of: delivery of such Mandatory Prepayment Notice by electronic communications and (Aii) all outstanding principal the Borrower’s “normal business hours” shall be 9:00 a.m. to 6:00 p.m., each Business Day. Notwithstanding anything to the contrary contained herein, in the event that a Mandatory Prepayment Event occurs following any Potential Adjustment Event, Issuer Merger Event or Spin-Off Event, then the Calculation Agent and the Lenders agree not to send a Mandatory Prepayment Notice until such time as Calculation Agent has made its (or, subject to the terms and conditions of the Term Loans plus accrued interest thereon through proviso to this sentence, the prepayment date, (BRequired Lenders have made their) determination as to the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesappropriate adjustments, if any, to be made to (i) the Minimum Price, (ii) the Maximum Share Number, (iii) the LTV Margin Call Level and/or (iv) the LTV Reset Level, in each case, in accordance with and interest at subject to the Default Rate provisions of Section 1.02(d); provided that, if the Calculation Agent fails to make its determination with respect to any past due amounts. such adjustments by 6:00 p.m. on the date the relevant Mandatory Prepayment Event occurs, the Required Lenders (ii) In provided that the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agentoutstanding Loans held by, and unused Commitments of, the Lenders Calculation Agent and its Affiliates shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to be excluded for purposes of making such determination of Required Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesmay make such adjustments, if any, in each case, in accordance with and interest at subject to the Default Rate provisions of Section 1.02(d), with respect the same effect as if they were made by the Calculation Agent. (c) Subject to Section 2.11(j), any past due amounts. Notwithstanding prepayment described in this Section 2.05 shall be made to the foregoing, Administrative Agent for the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result ratable accounts of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of at least $25,000,000 in the aggregateeach such payment.

Mandatory Prepayments. (i) If the Term Loans are accelerated following the occurrence of an Event of Defaultat any time Borrowing Availability is less than $5,000,000, Borrower shall immediately pay repay the aggregate outstanding Revolving Credit Advances to Lendersthe extent required to eliminate such deficiency. If any such deficiency remains after repayment in full of the aggregate outstanding Revolving Credit Advances, payable Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to each Lender the extent required to eliminate such excess or deficiency. Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid only on demand in accordance with its respective Pro Rata Sharesuch Section. (ii) Immediately upon receipt by Borrower or any Secured Guarantor of any proceeds of any cash asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8(a)) to the extent the net proceeds of such asset dispositions exceed $250,000 in the aggregate in any Fiscal Year, Borrower shall prepay the Obligations in an amount equal to the sum of: all such proceeds, net of (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment datecommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower or any Secured Guarantor in connection therewith (in each case, paid to non-Affiliates), (B) the Final Paymenttransfer taxes, (C) amounts payable to holders of senior Liens (to the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesextent such Liens constitute Permitted Encumbrances hereunder), if any, and interest (D) an appropriate reserve for income taxes payable in cash in connection therewith; provided, that if Borrower or the applicable Secured Guarantor intends to reinvest all or any portion of the net proceeds of any asset disposition within 270 days thereafter in fixed assets and Borrower promptly notifies Agent of that intention in writing, and if (x) no Event of Default shall have occurred and be continuing at the Default Rate date of such written notification, and (y) Borrower or such Secured Guarantor, as the case may be, grants a first security interest to Agent in such replacement assets when acquired, then the amount of any such mandatory prepayment shall be reduced by the amount to be reinvested; provided, further that if and to the extent that Borrower or such Secured Guarantor, as the case may be, does not reinvest such net proceeds within that 270-day period, Borrower shall then repay the Loans with respect to any past due amountsnet proceeds that have not been reinvested on the last day of such 270-day period. Any such prepayment shall be applied in accordance with Section 1.3(c). (iiiii) In If Borrower or any Secured Guarantor shall suffer any Event of Loss, then such Person shall (A) promptly notify the event Borrower permanently discontinues Borrower’s pursuit Agent of active development such Event of Ataluren Loss with anticipated net proceeds in excess of $1,000,000 (also known as PTC124®including the amount of the estimated net insurance proceeds net of amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder, if any,) for all therapeutic indications or other awards payable in connection with such Event of Loss) and (as determined B) promptly upon receipt of such proceeds by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”)such Person, Borrower will give prompt written notice to Collateral Agent, and shall prepay the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans Obligations in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to such proceeds net of (x) all money actually applied (or held in reserve pending such application) to repair or reconstruct the sum damaged property or property affected by condemnation or taking but subject to the terms of Section 5.4(c) and (y) all out-of: -pocket transaction costs and (z) related cash taxes. Any such prepayment shall be applied in accordance with Section 1.3(d). (iv) Proceeds of Keyman Life Insurance pledged to the Agent shall be immediately used to prepay the Obligations in an amount equal to such proceeds, which shall be applied in accordance with Section 1.3(c). (v) If Holdings or Borrower issues Stock, no later than the Business Day following the date of receipt of any cash proceeds thereof net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith, Borrower shall prepay the Obligations in an amount equal to 50% of such net proceeds. Any such prepayment shall be applied in accordance with Section 1.3(c). Notwithstanding the foregoing two sentences, Borrower need not prepay the Obligations in accordance with this Section 1.3(b)(v) in connection with (A) issuances of Stock of Holdings to the extent (but only to the extent) the proceeds thereof are used to purchase, retire, redeem or otherwise acquire for value all outstanding principal or any portion of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement)Zero Coupon Debt, (B) issuances of Stock of Holdings to the Final Paymentexisting Stockholders of Holdings or to seller(s) involved in a Permitted Acquisition, in each case to the extent (but only to the extent) that such Stock or the proceeds thereof are immediately used as a consideration for all or a portion of the purchase price of a Permitted Acquisition, so long as no Change of Control results after giving effect to such issuance or series of related issuances, (C) an amount equal to fifty percent (50%) issuance of the Prepayment Feedirectors' qualifying shares, plus (D) all other sumsissuances of Stock of Holdings issued to any holder of Indebtedness of Holdings or Borrower to the extent (but only to the extent) issued in connection with an issuance, that shall have become due and payablerefinancing or restructuring of Indebtedness permitted hereunder, including Lenders’ Expenses, if anyso long as no Change of Control results after giving effect to such issuance or a series of related issuances, and interest at (E) sales or issuances of common Stock to officers, directors or employees of Holdings, Borrower or any Subsidiary, as the Default Rate with respect case may be, pursuant to any past due amounts. Notwithstanding a management or employee benefit plan, to the foregoing, extent the PTC124 Discontinuation aggregate proceeds of all common Stock so issued in excess of the redemptions of common Stock of employees shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) exceed $2,000,000 in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateFiscal Year.

Mandatory Prepayments. (ia) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrowers or any of their Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), then on the date of such incurrence, the Term Loans are accelerated following and the occurrence Revolving Credit Loans (without a corresponding reduction of an Event the Revolving Credit Commitments) shall be prepaid and/or the outstanding Letters of DefaultCredit shall be cash collateralized, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrowers or any of their Subsidiaries. (Ab) all outstanding principal Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued by the Borrowers or any of their Subsidiaries (other than in connection with a capital contribution by Holdings to the Capital Stock of the Borrowers or any of their respective Subsidiaries), then on the date of such issuance, the Term Loans plus accrued interest thereon through and Revolving Credit Loans (without a corresponding reduction of the prepayment dateRevolving Credit Commitments) shall be prepaid, (B) and/or the Final Paymentoutstanding Letters of Credit shall be cash collateralized, (C) by an amount equal to 50% of the Prepayment Feeamount of the Net Cash Proceeds of such issuance, plus (D) all other sums, that shall have become due as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the issuance of any Capital Stock by any entity whose Capital Stock is pledged pursuant to the Guarantee and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsCollateral Agreement. (iic) In Unless the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Required Prepayment Lenders shall have otherwise agree, if on any date the rightBorrowers or any of their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, upon written notice to BorrowerPurchase Price Refund or Recovery Event then, to require unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by a Borrower to repay or such Subsidiary of such Net Cash Proceeds, the Term Loans in fulland the Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, in which case Borrower and/or the outstanding Letters of Credit shall immediately pay to Lendersbe cash collateralized, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate such Net Cash Proceeds, as set forth in Section 2.3 of this Agreement2.10(e); provided, that, notwithstanding the foregoing, (Bi) the Final Paymentaggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any fiscal year of the Borrowers and (ii) on each Reinvestment Prepayment Date the Term Loans and Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, (C) and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the consummation of any past due amounts. Notwithstanding Disposition not permitted by Section 7.5. (d) Unless the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Required Prepayment Lenders shall not have otherwise agree, if, for any fiscal year of the right to require Borrower to repay Borrowers commencing with the fiscal year ending December 31, 2005, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans as and the Revolving Credit Loans (without a result corresponding reduction of the PTC124 DiscontinuationRevolving Credit Commitment) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the ECF Percentage of such Excess Cash Flow, as set forth in the event that Section 2.10(e). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the Effective Date Borrower receives earlier of (i) the date on which the financial statements of the Borrowers referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans, second, to the prepayment of the Revolving Credit Loans and, third, to replace outstanding Letters of Credit and/or deposit an amount in cash in a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) collateral account established with the Administrative Agent for the benefit of at least $25,000,000 in the aggregateSecured Parties on terms and conditions satisfactory to the Administrative Agent.

Mandatory Prepayments. (ia) (a) If the Term Loans are accelerated following the occurrence Borrower or any of an Event of Default, Borrower its Subsidiaries shall immediately pay issue debt securities or instruments pursuant to Lenders, payable to each Lender a public offering or private placement (excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), then on the next Business Day following such issuance, the Term Loans shall be prepaid by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date, Net Cash Proceeds of such issuance (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower or such lesser amount to repay the Term Loans in full). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not permitted under Section 7.2. (b) (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in which case Borrower respect thereof, then on the next Business Day following the receipt of such Net Cash Proceeds, the Term Loans shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of such Net Cash Proceeds (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an or such lesser amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as in full); 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 result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but Reinvestment Notice shall not indebtedness) of at least exceed $25,000,000 in any fiscal year of the aggregateBorrower and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5.

Mandatory Prepayments. (i) If any change occurs after the Term date hereof in any Legal Requirement or in the interpretation or application thereof by any authority charged with the interpretation or administration thereof or by any court of competent jurisdiction which shall make it unlawful for the Lender to maintain any or all of the outstanding Loans are accelerated as contemplated by this Agreement, such Loans shall be prepaid on the Business Day following receipt by the occurrence Borrower of an Event notice from the Lender or, if allowed by the relevant Legal Requirement, on the last day of Defaultthe then current Interest Period. Any accrued interest on the amount being prepaid pursuant to this Subsection 2.5(b)(i) shall be paid on the Maturity Date. If, as a result of such change in a Legal Requirement or in the interpretation or application thereof, any prepayment of the Loan must occur on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall immediately pay to Lendersthe Lender such amounts, payable if any, as may be required pursuant to each Lender Section 3.4 with respect to such prepayment. (ii) Any Principal Proceeds resulting from (A) the sale of any Asset prior to the Maturity Date or (B) a repayment of principal of any Asset prior to the Maturity Date, shall be deposited in accordance with its respective Pro Rata Sharethe Principal Collection Account and shall be applied one Business Day thereafter to repay a portion of the outstanding principal amount of the related Loans as set forth in Section 2.4(b). (iii) In addition, the Borrower shall repay the principal amount of the Loans, in whole or in part, in an amount equal to the sum of: (A) all outstanding principal excess of the Term principal amount of the Loans plus outstanding over 100% of the then current Borrowing Base, which payment shall be made not later than the 15th day after the occurrence of such deficiency. Any accrued interest thereon through on the prepayment date, (Bamount being prepaid pursuant to this Subsection 2.5(b)(iii) shall be paid on the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsnext following Payment Date. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (ia) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrowers or any of their Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), then on the date of such incurrence, the Term Loans are accelerated following and the occurrence Revolving Credit Loans (without a corresponding reduction of an Event the Revolving Credit Commitments) shall be prepaid and/or the outstanding Letters of DefaultCredit shall be cash collateralized, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrowers or any of their Subsidiaries. (Ab) all outstanding principal Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued by the Borrowers or any of their Subsidiaries (other than in connection with a capital contribution by Holdings to the Capital Stock of the Borrowers or any of their respective Subsidiaries), then on the date of such issuance, the Term Loans plus accrued interest thereon through and Revolving Credit Loans (without a corresponding reduction of the prepayment dateRevolving Credit Commitments) shall be prepaid, (B) and/or the Final Paymentoutstanding Letters of Credit shall be cash collateralized, (C) by an amount equal to 50% of the Prepayment Feeamount of the Net Cash Proceeds of such issuance, plus (D) all other sums, that shall have become due as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the issuance of any Capital Stock by any entity whose Capital Stock is pledged pursuant to the Guarantee and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsCollateral Agreement. (iic) In Unless the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Required Prepayment Lenders shall have otherwise agree, if on any date the rightBorrowers or any of their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, upon written notice to BorrowerPurchase Price Refund or Recovery Event then, to require unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by a Borrower to repay or such Subsidiary of such Net Cash Proceeds, the Term Loans in fulland the Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, in which case Borrower and/or the outstanding Letters of Credit shall immediately pay to Lendersbe cash collateralized, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate such Net Cash Proceeds, as set forth in Section 2.3 of this Agreement2.10(e); provided, that, notwithstanding the foregoing, (Bi) the Final Paymentaggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any fiscal year of the Borrowers and (ii) on each Reinvestment Prepayment Date the Term Loans and Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, (C) and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the consummation of any past due amounts. Notwithstanding Disposition not permitted by Section 7.5. (d) Unless the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Required Prepayment Lenders shall not have otherwise agree, if, for any fiscal year of the right to require Borrower to repay Borrowers commencing with the fiscal year ending December 31, 2005, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans as and the Revolving Credit Loans (without a result corresponding reduction of the PTC124 DiscontinuationRevolving Credit Commitment) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the ECF Percentage of such Excess Cash Flow, as set forth in the event that Section 2.10(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the Effective Date Borrower receives earlier of (i) the date on which the financial statements of the Borrowers referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans, second, to the prepayment of the Revolving Credit Loans and, third, to replace outstanding Letters of Credit and/or deposit an amount in cash in a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) collateral account established with the Administrative Agent for the benefit of at least $25,000,000 in the aggregateSecured Parties on terms and conditions satisfactory to the Administrative Agent.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Company or any of its Restricted Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.02), then not later than the next Business Day following such incurrence, the Term Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) If on any date following the Closing Date the Company or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless the Company intends to acquire or repair assets useful in the business of, or otherwise reinvest in, the Company and its Restricted Subsidiaries with all or any portion of the relevant Net Cash Proceeds, not later than the fifth Business Day following the receipt by the Company or such Subsidiary of such Net Cash Proceeds, the Term Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) If any such prepayment shall only be required with the Term aggregate amount of Net Cash Proceeds from any Asset Sale or Recovery Event received in any fiscal year of the Company in excess of $20,000,000, (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date the Loans are accelerated following shall be prepaid by an amount equal to the occurrence Reinvestment Prepayment Amount (or, in the case of an Event a Reinvestment Prepayment Date described in clause (b) of Default, Borrower shall immediately pay the definition thereof with respect to Lenders, payable to each Lender in accordance with its respective Pro Rata Shareonly a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the sum relevant Reinvestment Event and (iii) the aggregate amount of Net Cash Proceeds that the Company may apply to the acquisition or repair of assets useful in the business of: (A) all outstanding principal , or otherwise reinvest in, the Company and its Restricted Subsidiaries, in lieu of prepaying the Term Loans plus accrued interest thereon through following the prepayment dateClosing Date shall not exceed $150,000,000 (excluding amounts specified in the preceding clause (i)), provided however that Net Cash Proceeds from a Specified Disposition shall not be subject to any reinvestment rights and shall instead be applied in its entirety to prepay the Term Loans. (Bc) Not later than five Business Days following a Specified Distribution, the Company shall prepay in full all outstanding Term Loans. (d) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to (x) the Final PaymentECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans (including Incremental Term Loans) under Section 2.11, Credit Agreement Refinancing Debt that is secured on a pari passu basis with the Obligations and Revolving Credit Loans (Cto the extent accompanied by a permanent commitment reduction), in each case during such fiscal year or following such fiscal year and prior to such Excess Cash Flow Application Date to the extent not previously deducted pursuant to this clause (y) in any prior period, but only to the Prepayment Feeextent that such prepayments are not made with the proceeds of long-term Indebtedness (other than revolving Indebtedness). 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 the date on which the financial statements of the Company referred to in‎ Section 6.01(a), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amountswhich such prepayment is made, (i) are required to be delivered to the Lenders and (ii) are actually delivered. (iie) In the event of any termination of all the Revolving Credit Commitments, each Borrower permanently discontinues Borrower’s pursuit shall, on the date of active development such termination, repay or prepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and each Issuing Lender with respect to) all outstanding Letters of Ataluren Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the sum of (also known as PTC124®i) the aggregate Committed Credit Exposure of all the Revolving Credit Lenders plus (ii) the outstanding aggregate principal amount or Assigned Dollar Value of all Competitive Loans made by all the Revolving Credit Lenders plus (iii) the L/C Obligations then outstanding shall at any time exceed the Total Revolving Credit Commitment, then (A) on the last day of any Interest Period for all therapeutic indications any Eurocurrency Standby Borrowing and (as determined by B) on any other date in the Lenders in their reasonable discretion) (event any Base Rate Borrowing shall be outstanding, the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders Borrowers shall have the right, upon written notice to Borrower, to require Borrower to repay the Term prepay Standby Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the lesser of (x) the amount necessary to eliminate such excess and (y) the amount of the applicable Borrowings referred to in subclauses (i) and (ii) above and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount sufficient to eliminate such excess; provided, that in the case of any mandatory reduction of the Total Revolving Credit Commitments pursuant to Section 2.10(e), such prepayments of Revolving Credit Loans and replacement or cancellation of (or such making of other arrangements with respect to) Letters of Credit shall be completed simultaneous with the effectiveness of such mandatory reduction of the Revolving Credit Commitments. If, on any date, the sum of: of (A1) the aggregate Committed Credit Exposure of all the Revolving Credit Lenders and (2) the outstanding aggregate principal amount or Assigned Dollar Value of all Competitive Loans made by all the Revolving Credit Lenders shall exceed 105% of the Total Revolving Credit Commitments (less the L/C Commitment), then the Borrowers shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Standby Borrowings in an aggregate principal amount sufficient to eliminate such excess. On the date of any termination or reduction of the Revolving Credit Commitments pursuant to this clause (d), the Borrowers shall pay or prepay so much of the Standby Borrowings as shall be necessary in order that the Revolving Extensions of Credit will not exceed the Total Revolving Credit Commitments after giving effect to such termination or reduction. (f) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (d) above), to the extent that the Company has determined that (i) any of or all the Net Cash Proceeds of any Asset Sale (other than a Specified Disposition) or Recovery Event by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries (or branches of Foreign Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the Company (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.12 but may be retained by the applicable Foreign Subsidiary or branch (the Company hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law, risking the liability described in clause (ii) above, or incurring material adverse Tax consequences); provided, that for a period of 180 days from receipt of such Net Cash Proceeds, if such repatriation, and once such repatriation of any of such affected Net Cash Proceeds becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be immediately affected and such distributed Net Cash Proceeds will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of loans pursuant to this Section 2.12. For the avoidance of doubt, but without limiting the Company’s obligations under this Section 2.12, in no circumstance shall this Section 2.12 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Company any portion of any Net Cash Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary. (g) All prepayments made pursuant to this Section 2.12 shall be subject to Section 2.21, but shall otherwise be without premium or penalty, and shall be accompanied by accrued interest on the principal amount to be repaid to but excluding the date of payment. (h) Each prepayment of Term Loans pursuant to this Section 2.12 shall be applied to the remaining scheduled installments of the Term Loans plus accrued interest thereon through as directed by the Company and in the absence of such direction, to the remaining scheduled installments of the Term Loans in direct order of maturity. (i) The Company 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. 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. (j) With respect to any mandatory prepayments of the Term Loans under this Section 2.12 (other than Section 2.12(a), 2.12(b) (only with respect to a Specified Disposition) and 2.12(c)), each Term Loan Lender may reject all or a portion of its Term Loan Percentage, or other applicable share provided for under this Agreement, of such mandatory prepayment of Term Loans (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m., New York time, two Business Days after the date (accrued at of such Lender’s receipt of notice from the applicable interest rate as set forth in Section 2.3 Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Loan Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Subject to the terms of this Agreement), (B) any Declined Proceeds remaining shall be retained by the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateCompany.

Mandatory Prepayments. The outstanding Obligations shall be subject to prepayment as follows: (i) If The Borrowers shall prepay the Term Loans are accelerated following Obligations with 100% of the occurrence net cash proceeds received by the Borrowers or any other Loan Party in connection with any Disposition of any Collateral included in the determination of the Borrowing Base (excluding, for the avoidance of doubt, any settlement of an Eligible Change Order Claim, which is the subject of clause (b)(iv) below), such prepayment to be made contemporaneously with the receipt of such proceeds. Notwithstanding the foregoing and provided no Default or Event of DefaultDefault has occurred and is continuing or would result therefrom, but subject to Section 2.5(a), such prepayment shall not be required to the extent a Loan Party elects to reinvest the net cash proceeds of a Disposition permitted under Section 8.7(b)(vi) in Equipment which constitutes Eligible M&E; provided that Borrower Representative promptly notifies Agent of Loan Party’s intent to reinvest such net cash proceeds and the Loan Parties complete such reinvestment within 180 days after such permitted Disposition (it being understood that, prior to such reinvestment, such net cash proceeds shall be distributed to Agent and held by Agent during such reinvestment period in a Deposit Account maintained by Agent). (ii) The Borrowers shall prepay the Obligations with 100% of the net cash proceeds received by the Borrowers or any other Loan Party from any casualty, condemnation or other similar loss with respect to any Collateral included in the determination of the Borrowing Base, such prepayment to be made contemporaneously with the receipt of such proceeds. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing or would result therefrom, subject to Section 2.5(a), such prepayment shall not be required to the extent a Loan Party elects to reinvest the net cash proceeds in an amount not exceeding $2,000,000 in any Fiscal Year of any such casualty, condemnation or other loss with respect to any Eligible M&E in productive in Equipment which constitutes Eligible M&E; provided that Borrower Representative promptly notifies Agent of such Loan Party’s intent to reinvest such net cash proceeds and the Loan Parties complete such reinvestment within 180 days after such casualty, condemnation or other loss event (it being understood that, prior to such reinvestment, such net cash proceeds shall be distributed to Agent and held by Agent during such reinvestment period in a Deposit Account maintained by Agent). (iii) The Borrowers shall prepay the Obligations with 100% of the net cash proceeds received by the Borrowers or any other Loan Party from any incurrence or issuance by any Loan Party of any Indebtedness (other than Permitted Indebtedness), such prepayment to be made contemporaneously with the receipt of such net cash proceeds. (iv) The Borrowers shall prepay the Obligations with 100% of the cash proceeds received as a result of a collection or other receipt of funds by Loan Parties on account of any Eligible Change Order Claim up to the full amount of such Eligible Change Order Claim included in the calculation of the Borrowing Base (the “Required Eligible Change Order Claim Mandatory Prepayment Amount”). In the event that the Loan Parties receive cash proceeds as a result of a collection or other receipt of funds by Loan Parties on account of any Eligible Change Order Claim in excess of the Required Eligible Change Order Claim Mandatory Prepayment Amount, the Loan Parties shall apply 50% of such excess cash proceeds (net of all accounts payable on such Eligible Change Order Claim) to prepay the Obligations (with the Loan Parties retaining the other 50% of such excess cash proceeds for general corporate purposes). In the event that, for any reason, the Loan Parties receive cash proceeds on account of any Eligible Change Order Claim for application to the Obligations in an amount less than the Required Eligible Change Order Claim Mandatory Prepayment Amount, the Borrowers shall also immediately pay prepay the Obligations in an amount equal to Lenders, payable to each Lender such deficiency (such that the Agent and the Lenders receive a prepayment in accordance with its respective Pro Rata Share, an amount equal to the sum of: (ARequired Eligible Change Order Claim Mandatory Prepayment Amount). The Borrowers shall make the prepayments contemplated by this Section 2.6(b)(iv) all outstanding principal contemporaneously with the receipt of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountssuch cash proceeds. (iiv) In the event Borrower permanently discontinues Borrower’s pursuit that, for any reason, the Discounted Value of active development any Eligible Change Order Claim is reduced to zero (whether as a result of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”settlement, counterclaim, court determination or otherwise), Borrower will give prompt written notice to Collateral Agent, and the Lenders Borrowers shall have prepay the right, upon written notice to Borrower, to require Borrower to repay the Term Loans Obligations in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth Required Eligible Change Order Claim Mandatory Prepayment Amount in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal effect immediately prior to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatesuch reduction.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by Holdings, the Term Loans are accelerated following the occurrence Borrower or any of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender its Subsidiaries (excluding any Indebtedness incurred in accordance with its respective Pro Rata Shareclauses (a) through (m) or clauses (q), (r) or (s) of Section 7.2), then not later than five Business Days after the date of such incurrence, an amount equal to the sum of: (A) all outstanding principal 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Tranche A Term Loans plus accrued interest thereon through as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Holdings, the Borrower or any of its Subsidiaries not permitted by Section 7.2. (b) If on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, within five Business Days of the date of receipt by Holdings, the Borrower or such Subsidiary of such Net Cash Proceeds, such Net Cash Proceeds shall be applied toward the prepayment dateof the Tranche A Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (Bi) the Final Payment, no prepayment shall be required by this paragraph (Cb) the Prepayment Fee, plus (D) all other sums, in respect of any Asset Sale or Recovery Event that shall have become due and payable, including Lenders’ Expenses, if anygenerates Net Cash Proceeds of less than or equal to $5,000,000, and interest at (ii) on each Reinvestment Prepayment Date an amount equal to the Default Rate Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied on such date toward the prepayment of the Tranche A Term Loans as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the consummation of any past due amountsDisposition not permitted by Section 7.5. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2006, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Tranche A Term Loans shall be prepaid in an amount equal to the ECF Percentage of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) In the event Borrower permanently discontinues date such financial statements are actually delivered. (d) Amounts to be applied pursuant to Section 2.12 (a), (b), (c), (f) and (g) shall be applied to the prepayment of the Tranche A Term Loans. The application of any prepayment pursuant to Section 2.11 or this Section 2.12 shall be made, first, to Base Rate Loans and, second, to LIBO Rate Loans, in each case in a manner which, in the Administrative Agent's reasonable judgment, following consultation with the Borrower’s pursuit , (which shall be conclusive) minimizes the amount of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined any payments required to be made by the Lenders Borrower pursuant to Section 2.21. Each prepayment of the Loans under Section 2.11 and this Section 2.12 (except in their reasonable discretionthe case of Revolving Credit Loans (unless the Revolving Credit Loans are being repaid in full and the Revolving Credit Commitments terminated) that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment to the applicable Lender on the amount prepaid. (e) If on any Valuation Date the “PTC124 Discontinuation”Administrative Agent shall determine and notify the Borrower that the aggregate Revolving Extensions of Credit on such Valuation Date exceed 105% of the excess of (i) the Total Revolving Credit Commitments on such Valuation Date over (ii) the Receivables Reserve Amount on such Valuation Date (such notice to provide the euro/Dollar exchange rate used in such calculation, which shall be the Dollar Equivalent Exchange Rate on such Valuation Date), then the Borrower will give prompt written shall, on the third Business Day (such day, the "Payment Date") following receipt by it of such notice to Collateral from the Administrative Agent, provide cash collateral for the Letters of Credit in the manner set forth in Section 8 and/or prepay Swingline Loans or Revolving Credit Loans, in such combination and amounts as the Lenders shall have the right, upon written notice to BorrowerBorrower may determine in its sole discretion, to require the extent necessary to ensure that, after giving effect to any borrowings or prepayments to be made by the Borrower on or prior to repay such Payment Date, the Term Loans aggregate Revolving Extensions of Credit (measured using the Dollar Equivalent Exchange Rate specified in fullsuch notice) outstanding on such Payment Date do not exceed the excess of (i) Total Revolving Credit Commitments on such Payment Date over (ii) the Receivables Reserve Amount on such Payment Date. If, in which case on any date subsequent to such Payment Date, the Administrative Agent reasonably determines that any cash collateral for Letters of Credit provided pursuant to this Section 2.12(e) is no longer required, the Administrative Agent shall promptly return such cash collateral to the Borrower. (f) If Holdings, the Borrower or any of its Subsidiaries shall immediately pay to Lendersreceive any Xxxxxxxxx Sale Proceeds, payable to each Lender in accordance with its respective Pro Rata Sharethen not later than five Business Days after the date of receipt of such Xxxxxxxxx Sale Proceeds by such Person, an amount equal to 100% of such Xxxxxxxxx Sale Proceeds shall be applied toward the sum of: (A) all outstanding principal prepayment of the Tranche A Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 2.12(d). (g) If on any date Holdings, the Borrower or any of this Agreement)its Subsidiaries shall receive Net Cash Proceeds from any Receivable Qualifying Asset Sale, (B) the Final Paymentthen, (C) an amount equal to fifty percent (50%) within five Business Days of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoingdate of receipt by Holdings, the PTC124 Discontinuation Borrower or such Subsidiary of such Net Cash Proceeds, 50% of such Net Cash Proceeds shall not be deemed to have occurred (and applied toward the Lenders shall not have prepayment of the right to require Borrower to repay the Tranche A Term Loans as set forth in Section 2.12(d). The provisions of this Section do not constitute a result consent to the consummation of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized any Disposition not permitted by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateSection 7.5.

Mandatory Prepayments. (ia) If Not later than the Term Loans are accelerated third Business Day following the occurrence receipt by the Borrower or any Subsidiary of an Event Net Cash Proceeds in respect of Defaultany Asset Sale, the Borrower shall immediately apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and pay any accrued and unpaid interest then due on the amount of such principal then prepaid. (b) In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of the Borrower or any Subsidiary (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to LendersSection 6.01), payable to each Lender the Borrower shall substantially simultaneously with the receipt of such Net Cash Proceeds by the Borrower or such Subsidiary (and in accordance with its respective Pro Rata Shareany event not later than the Business Day next following), apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and pay any accrued and unpaid interest then due on the sum of: amount of such principal then prepaid. (Ac) all outstanding All prepayments of Loans under Section 2.13(a) and (b) shall be accompanied by the concurrent payment of accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Mandatory prepayments of Loans under this Agreement shall be applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Term Loans plus accrued interest thereon through 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(a) (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, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit Type of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, each Loan being prepaid and the Lenders principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13(a) shall have the right, upon written notice be subject to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate2.16.

Mandatory Prepayments. (i) If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay make mandatory prepayments (“Mandatory Prepayments”) as set forth in this Section. Borrower shall make Mandatory Prepayments to Lenders, payable the Senior Note Holders for amounts owing under the Senior Notes and to each Lender the lenders under the Rabobank Agreement (a) in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal 100% of the Term Loans plus accrued interest thereon through Net Cash Proceeds received by Borrower or a Subsidiary in respect of any offering by Borrower of Subordinated Debt (other than an offering which increases the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues outstandings under Borrower’s pursuit Subordinated Loan Certificates, or Subordinated Capital Certificates of active development of Ataluren Interest in existence prior to the Execution Date and described on Exhibit 4.7 hereto); (also known as PTC124®b) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal 100% of the Term Loans plus accrued interest thereon through Net Cash Proceeds from any sale or other disposition by Borrower of any inventory (other than sales of inventory in the prepayment date ordinary course); (accrued at the applicable interest rate as set forth c) in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 10.5(d)), or series of related sales or dispositions, by Borrower of any assets not otherwise referenced above in this Section, where the Net Cash Proceeds exceed $5,000,000 for any such sale or $10,000,000 in the aggregate for all such sales; and (d) in an amount equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such Mandatory Prepayment Feeof Net Cash Proceeds shall be due immediately upon the receipt by Borrower of such Net Cash Proceeds. All Mandatory Prepayments required pursuant to this Section shall be distributed (i) to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement, plus (D) all other sumspro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred Senior Note Holders (and the Lenders shall not have the other than CoBank) waive in writing their right to require receive a Mandatory Prepayment pursuant to this Section 4.7 or comparable provision in their respective Senior Notes, Borrower shall make such Mandatory Prepayment to repay the Term Loans lenders under the Rabobank Agreement and to CoBank hereunder only and in an amount equal to their pro rata share as a result of the PTC124 Discontinuation) calculated above. The Mandatory Prepayments made to CoBank as required by this Section shall be applied as provided in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateSubsection 4.6.2 hereof.

Mandatory Prepayments. Without duplication: (a) If any Capital Stock shall be issued by the Borrower or any of its Subsidiaries (excluding Capital Stock issued to a Loan Party), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). Notwithstanding the foregoing, any proceeds from the any public follow-on offering of the Borrower’s Capital Stock or any proceeds from the exercise of stock options or warrants shall not be required to be applied to prepay the Obligations pursuant to this Section 2.12(a). (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 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 in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, (i) If the Term Loans are accelerated following aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the occurrence foregoing requirement pursuant to a Reinvestment Notice shall not exceed $500,000 in any fiscal year of an Event of Default, the Borrower shall immediately pay to Lenders, payable to and (ii) on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by relevant Reinvestment Event shall be applied toward the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal prepayment of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate and other amounts as set forth in Section 2.3 2.12(e). (d) If, for any fiscal year of this Agreementthe Borrower (commencing with the Borrower’s fiscal year ending December 31, 2015), there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow (Bminus voluntary principal repayments of the Loans under the Loan Documents (excluding voluntary repayment of Revolving Loans or Swingline Loans, except to the extent there is an equivalent permanent reduction in the commitments related thereto), except to the extent such repayments are not made with internally generated funds for such fiscal year) toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e); provided that such percentage shall be reduced to (i) 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 1.00 to 1.00 and (ii) 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 1.00 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 five Business Days following (i) the Final Payment, (C) an amount equal to fifty percent (50%) date on which the financial statements of the Prepayment FeeBorrower referred to in Section 6.1(a), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amountswhich such prepayment is made, are required to be delivered to the Lenders, (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, to the PTC124 Discontinuation extent applicable, any proceeds from any public follow-on offering of EDH’s Capital Stock or any proceeds from the exercise of stock options or warrants shall not be deemed considered in the calculation of Excess Cash Flow or any component thereof for purposes of this Section 2.12(d). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (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 Term Loans held by Term Lenders that have occurred 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); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or 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 established with the Administrative Agent for the benefit of the Issuing Lender and the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. 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 the 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 five (5) 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 three (3) Business Days 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, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) to the extent practicable, at least ten days prior written notice of such prepayment or reduction (and the Lenders Administrative Agent shall not have promptly provide the right same to require Borrower each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.12. (h) Amounts to be applied pursuant to this Section 2.12 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.12 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Term Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans as a result of in an amount equal to such Excess Amount or (B) prepaid immediately, together with any breakage costs owing to the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateLenders pursuant to Section 2.21.

Mandatory Prepayments. (a) Upon receipt by Holdings, the Borrower or any of its Subsidiaries of (i) If Net Cash Proceeds arising from an Asset Sale, Recovery Event or Debt Issuance, the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to Lenders100% of such Net Cash Proceeds; (ii) any payment on the SwissCo Intercompany Note, payable the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to each Lender 100% of such payment; or (iii) Net Cash Proceeds arising from an Equity Issuance, the Borrower shall immediately prepay the Loans (or provide cash collateral in accordance respect of Letters of Credit) in an amount equal to 50% of such Net Cash Proceeds; PROVIDED, HOWEVER, that in the case of any Net Cash Proceeds constituting the Reinvestment Deferred Amount with its respective Pro Rata Sharerespect to a Reinvestment Event, the Borrower shall prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to the sum ofReinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event; PROVIDED, HOWEVER, that the amount of Net Cash Proceeds received in the same Fiscal Year from one or more Reinvestment Events that may be specified as Reinvestment Deferred Amounts in one or more Reinvestment Notices shall not exceed $20,000,000 in the aggregate for all such Net Cash Proceeds so received. Any such mandatory prepayment shall be applied in accordance with Section 2.9(c) below. (b) If the Consolidated Leverage Ratio for the last day of any Fiscal Year is greater than 2.5, the Borrower shall prepay the Loans, on a date no later than 5 days after the earlier of (i) the date on the Financial Statements of the Borrower referred to in Section 5.1(a) for such Fiscal Year are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered, in an amount equal to 50% of Excess Cash Flow for such Fiscal Year. Any such mandatory prepayment shall be applied in accordance with Section 2.9(c) below. (c) Any prepayments made by the Borrower required to be applied in accordance with this Section 2.9(c) shall be applied as follows: (A) all FIRST, to prepay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; SECOND, to repay the outstanding principal balance of the Swing Loans, until such Swing Loans shall have been repaid in full; THIRD, 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 7.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All prepayments of the Term Loans plus accrued interest thereon through made pursuant to this Section 2.9 shall be applied to reduce ratably the remaining installments of such outstanding principal amounts of the Term Loans of both Tranches on a pro rata basis, except that, so long as no Event of Default is continuing at the time of prepayment, any prepayment date, of the Term Loans arising pursuant to clause (Bii) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesof Section 2.9(a), if anythe Borrower elects by written notice delivered to the Administrative Agent, shall be allocated between the Tranche A (Euro) Term Loan and interest at Tranche B Term Loan as the Default Rate with respect Borrower shall designate in such notice (which designation shall not allocate a portion of such prepayment to any past due amountsa Tranche in excess of its then outstanding principal amount) and then applied to each Tranche in the respective amounts so designated to reduce ratably the remaining installments of such outstanding principal amount of such Tranche. All repayments of Revolving Loans and Swing Loans required to be made pursuant to Section 2.9(a) or (b) (or which would be required to be made had the outstanding Revolving Loans and Swing Loans equaled the Revolving Credit Commitments then in effect) shall result in a permanent reduction of the Revolving Credit Commitments as provided in Section 2.5(b). (iid) In If at any time the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by aggregate Revolving Credit Outstandings exceed the Lenders in their reasonable discretion) (aggregate Available Revolving Credit Commitments at such time, the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal such excess. If any such excess remains after repayment in full of the Term aggregate outstanding Swing Loans plus accrued interest thereon through and Revolving Loans, the prepayment date (accrued at Borrower shall provide cash collateral for the applicable interest rate as Letter of Credit Obligations in the manner set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) 7.3 in an amount equal to fifty percent such excess. (50%e) If at any time the aggregate Revolving Credit Euro Outstandings exceed $15,000,000, the Borrower shall forthwith prepay the Revolving Euro Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the Prepayment Feeaggregate outstanding Revolving Euro Loans, plus the Borrower shall provide cash collateral for the Letter of Credit (DEuro) all other sums, that shall have become due and payable, including Lenders’ ExpensesObligations in the manner set forth in Section 7.3 in an amount equal to such excess. (f) Notwithstanding the foregoing provisions of this Section 2.9, if anyat any time any prepayment of the Loans pursuant to Section 2.9(a) or (b) would result, and interest at after giving effect to the Default Rate with respect procedures set forth in this Agreement, in the Borrower owing amounts pursuant to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans Section 2.14(e)) as a result of LIBO Rate Loans being prepaid other than on the PTC124 Discontinuation) last day of the then applicable Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, deposit the amounts that otherwise would have been paid in respect of such prepayment of such LIBO Rate Loans with the Administrative Agent (which deposit must be in the event that after Applicable Currency of such LIBO Rate Loans and in respect of which deposit the Effective Date Borrower receives a lump sum cash payment(sshall not be entitled to, and shall not, receive any interest or other investment return) to be held as security for the obligations of the Borrower to make such prepayment on the last day of such Interest Period (which payment(s) are recognized by Borrower as revenue or equitydeposit, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateAdministrative Agent's sole discretion shall be 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 in prepayment of such LIBO Rate Loans upon the last day of such Interest Period; PROVIDED, HOWEVER, that, such unpaid LIBO Rate Loans shall continue to bear interest in accordance with the applicable provisions hereof until such unpaid LIBO Rate Loans have been prepaid. (g) No mandatory prepayment of the Tranche A (Euro) Term Loans will be required as a result of any changes in the rate of exchange for Dollars and euro. (h) No later than the time at which the Borrower makes any mandatory prepayment to the Administrative Agent pursuant to this Section 2.9, the Borrower shall notify the Administrative Agent in writing of the amount of any such mandatory prepayment and the reason therefor. 49

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the Borrower or any of its Restricted Subsidiaries (excluding any Indebtedness permitted by Section 7.2 (other than Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment of the Term Loans are accelerated following as set forth in Section 2.11(d). (a) If on any date the occurrence Borrower or any of an Event its Restricted Subsidiaries shall have received Net Cash Proceeds of Defaultat least $7,500,000 in any fiscal year from any Asset Sales or Recovery Events then, Borrower unless a Reinvestment Notice shall immediately pay to Lendersbe delivered in respect thereof, payable to such Net Cash Proceeds shall be applied within one Business Day of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that notwithstanding the foregoing, on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans plus as set forth in Section 2.11(d). (b) [Reserved]. (c) Partial prepayments of the Term Loans pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b) first, to the next eight installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Maturity Date). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest thereon through to the date of such prepayment dateon the amount prepaid. (d) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary or the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (Bincluding, without limitation, 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 Final Payment, benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (Cincluding a material acceleration of the point in time when such earnings would otherwise be taxed) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In such amount, the event Borrower permanently discontinues Borrower’s pursuit portion of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower such Net Cash Proceeds so affected will give prompt written notice not be required to Collateral Agent, and the Lenders shall have the right, upon written notice be applied to Borrower, to require Borrower to repay prepay the Term Loans at the times provided in fullthis Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.11 (provided that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds the repatriation of which case the Borrower shall immediately pay believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to Lendersbe applied to reinvestments or prepayments pursuant to a Reinvestment Notice, payable to each Lender in accordance with its respective Pro Rata Share, the Borrower applies an amount equal to the sum of: amount of 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 additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesor, if anyless, and interest at the Default Rate Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary). (e) Notwithstanding anything to the contrary contained in this Section 2.11, if any Term Lender shall notify the Administrative Agent (i) on the date of such prepayment, with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred prepayment under Section 2.11(a) or (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuationb) in the event that after the Effective Date Borrower receives a lump sum cash payment(sor (ii) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in one Business Day prior to the aggregatedate of a prepayment under Section 2.11(c) that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) may be retained by the Borrower.

Mandatory Prepayments. (ia) If Upon receipt by the U.S. Borrower or any of its Subsidiaries of Net Cash Proceeds arising from an Asset Sale in excess of (A) $15,000,000, in the case of any single Asset Sale or (B) $30,000,000 in the aggregate for all Asset Sales in any calendar year (excluding any such Asset Sale in respect of which a mandatory prepayment has previously been made), the U.S. Borrower shall prepay the Term Loans are accelerated following to the extent required in this clause (a); provided that, in the case of any Net Cash Proceeds of Asset Sales described in clause (B) above, only the amount of such Net Cash Proceeds in excess of $30,000,000 shall be required to prepay the Term Loans. If any prepayment of the Term Loans required to be made pursuant to this Section 2.10 is made from the Net Cash Proceeds of a Reinvestment Event, the Term Loans shall not be repaid by such prepayment to the extent of the Reinvestment Deferred Amount of such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, on such Reinvestment Prepayment Date, the Term Loans shall be repaid only to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; provided, that, upon the occurrence of an any Default or Event of DefaultDefault on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, Borrower the Term Loans shall immediately pay be repaid by the entire Reinvestment AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Deferred Amount corresponding to Lenders, payable to each Lender such Reinvestment Event; and in accordance with its respective Pro Rata Share, an amount equal to 100% of the sum of: Net Cash Proceeds required to be paid pursuant to clause (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, or clause (B) above; and provided further, that, to the Final Paymentextent any Net Cash Proceeds on account of any Asset Sale are received by any Non-Guarantor Subsidiary pursuant to the foregoing, (C) only the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined Net Cash Proceeds actually received by the Lenders U.S. Borrower or any Guarantor (in their reasonable discretionthe form of any payment, dividend, distribution or otherwise) (shall be required to prepay the “PTC124 Discontinuation”), Borrower will give prompt written notice Loans pursuant to Collateral Agent, and the Lenders this Section 2.10. Any such mandatory prepayment shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender be applied in accordance with its respective Pro Rata Share, an amount equal to the sum of: clause (Ab) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsbelow. Notwithstanding the foregoing, once the PTC124 Discontinuation U.S. Borrower obtains an Investment Grade Rating, then the mandatory prepayments required by this clause (a) shall not be deemed in effect. (b) Subject to have occurred the provisions of Section 2.14 (f) (Payments and Computations), any prepayments made by the Lenders U.S. Borrower required to be applied in accordance with this clause (b) shall not have be applied, other than in respect of prepayments made with the right Net Cash Proceeds of a Reinvestment Event, on a pro rata basis with respect to require Borrower each Lender holding an interest in such Loans, to repay the outstanding principal balance of the Term Loans, until such Term Loans as a result shall have been prepaid in full. All repayments of the PTC124 DiscontinuationTerm Loans made pursuant to this clause (b) shall be applied to reduce the remaining installments of such outstanding principal amounts of the Term Loans on a pro rata basis. (c) Upon the receipt by the U.S. Borrower or any of its Subsidiaries of Net Cash Proceeds of a Property Loss Event, the U.S. Borrower shall prepay the Term Loans to the extent required in this clause (c). If any prepayment of the Term Loans required to be made pursuant to this Section 2.10 is made from the Net Cash Proceeds of a Reinvestment Event, the Term Loans shall not be repaid by such prepayment to the extent of the Reinvestment Deferred Amount of such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, on such Reinvestment Prepayment Date, the Term Loans shall be repaid only to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; provided, that, upon the occurrence of any Default or Event of Default on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, the Term Loans shall be repaid by the entire Reinvestment Deferred Amount corresponding to such Reinvestment Event; and provided further, that, to the extent that any Net Cash Proceeds on account of a Property Loss Event are received by any Non-Guarantor Subsidiary, only the Net Cash Proceeds actually received by the U.S. Borrower or a Guarantor (in the event that form of any payment, dividend, distribution or otherwise) shall be required to prepay the Term Loans. Notwithstanding the foregoing, once the U.S. Borrower obtains an Investment Grade Rating, then the prepayments required by this clause (c) shall not be in effect. (d) If at any time the aggregate principal amount of Revolving Credit Outstandings exceeds the Revolving Credit Commitments, the Borrowers shall forthwith prepay first, the Swing Loans then outstanding, second, the Revolving Loans then outstanding and third, the Competitive Bid Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the Effective Date Borrower receives a lump sum aggregate outstanding Swing Loans, Revolving Loans and Competitive Bid Loans, the Borrowers shall provide cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) collateral for the Sub-Facility Letter of at least $25,000,000 Credit Obligations in the aggregate.manner set forth in Section 9.3 (

Mandatory Prepayments. (ia) If Within 90 calendar days after the Term Loans are accelerated following the occurrence end of an Event of Defaulteach Fiscal Year, Borrower shall immediately pay prepay to LendersLender the outstanding principal amount of the Term Loan in an amount equal to 50 percent of the amount of Excess Cash Flow for such Fiscal Year; provided, payable that Borrower shall have no obligation to each make such mandatory prepayment (A) in respect of the Fiscal Year ended Xxxxx 00, 0000, (X) in respect of any Fiscal Year in excess of $1,000,000, (C) if the outstanding principal amount of the Term Loan is less than $2,500,000 or (D) to reduce the outstanding principal amount of the Term Loan to less than $2,500,000. If Borrower fails to deliver to Lender the financial statements referenced in accordance with its respective Pro Rata Sharesection 4.5(a) within 90 calendar days after the end of any Fiscal Year (other than the Fiscal Year ended March 31, 1998), then Lender may deliver to Borrower a good faith estimated computation of the Excess Cash Flow for such Fiscal Year, and based upon such estimated computation, Borrower shall prepay to Lender the outstanding principal amount of the Term Loan in the manner described in the first sentence of this section 1.6(a); provided, that such prepayment shall be subject to adjustment when the audited financial statements for the related Fiscal Year are delivered to Lender as required hereby. The computation made by Lender shall not be deemed a waiver of any rights Lender may have as a result of the failure by any member of the Inmark Group to deliver such financial statements. (b) When any member of the Inmark Group sells, leases, or otherwise transfers or disposes of any Collateral (other than sales and dispositions permitted pursuant to section 5.2), Borrowers shall repay the Loans in an amount equal to the sum of: net proceeds of such sale (A) all outstanding principal i.e., gross proceeds less the reasonable costs of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all such sales or other sums, that shall have become due and payable, including Lenders’ Expenses, if anydispositions); such repayment to be made promptly but in no event more than one Banking Day following receipt of such net proceeds, and interest at until the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit date of active development of Ataluren (also known as PTC124®) payment, such proceeds shall be held in trust for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsLender. Notwithstanding the foregoing, the PTC124 Discontinuation The foregoing shall not be deemed to have occurred (be implied consent to any such sale otherwise prohibited by the terms and conditions of any Loan Document. All mandatory prepayments pursuant to this section 1.6(b) shall be applied first to the Lenders shall not have the right to require Borrower to repay installments of the Term Loans as a result that are Base Rate Loans, second to Term Loans that are Eurodollar Loans, and third to the permanent reduction of the PTC124 DiscontinuationRevolving Line of Credit. (c) If the outstanding principal amount of Revolving Loans on any date exceeds the Revolving Line of Credit on such date, (i) such excess shall nevertheless constitute Obligations, be secured by the Collateral and be subject to the terms of this Agreement and (to the extent applicable) the other Loan Documents, and (ii) Borrower shall make a prepayment of Revolving Loans in an amount equal to such excess. (d) Each mandatory prepayment of a Loan shall be accompanied by payment in full of all accrued interest thereon to and including the date of such prepayment. Mandatory prepayments of any Loan shall be applied to installments of principal in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) inverse order of at least $25,000,000 in the aggregatetheir scheduled maturity.

Mandatory Prepayments. (ia) If Not later than the fifth Business Day following the receipt by the Company or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Company or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale, the Company shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender and Notes in accordance with its respective Pro Rata ShareSection 2.13(e). (b) In the event that the Company or any Restricted Subsidiary (or any other Person at the direction of the Company or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Company or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Company shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and Notes in accordance with Section 2.13(e). (c) In the sum of: event that the Company or any Restricted Subsidiary (Aor any other Person at the direction of the Company or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt, the Company shall not later than the second Business Day following the receipt of such Net Cash Proceeds by the Company or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and Notes in accordance with Section 2.13(e). (d) [reserved]. (e) Mandatory prepayments under this Section 2.13 shall be applied ratably to all then outstanding Loans and Notes. (f) The Company shall deliver to the Co-Administrative Agents, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Company setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) by 1:00 p.m., New York City time, at least five (5) Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan and/or Note being prepaid and the principal amount of each Loan and/or each Note (or, in each case, a portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (g) [reserved]. (h) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans plus accrued interest thereon through and/or the Notes (other than a mandatory prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect pursuant to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”Section 2.13(b)), Borrower will give prompt any DIP Term Loan Creditor or any DIP Notes Creditor, as applicable, may waive by written notice to Collateral Agent, the Company and the Lenders shall have Co-Administrative Agents on or before 1:00 p.m., New York City time, one (1) Business Day prior to the right, upon written notice date on which such mandatory prepayment would otherwise be required to Borrower, be made hereunder the right to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with receive its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal portion of such mandatory prepayment of the Term Loans plus accrued interest thereon through and/or the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement)Notes then outstanding, (Bii) if any DIP Creditor elects to waive the Final Paymentright to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans and/or Notes of such DIP Creditor shall be offered by the Company to repay the remaining Term Loans and/or Notes of the non-waiving DIP Creditors on a pro rata basis, based on the respective outstanding principal amounts of all of the Term Loans and Notes of the non-waiving DIP Creditors, (Ciii) an amount equal if and to fifty percent the extent any such non-waiving DIP Creditor does not elect by written notice to the Company and the Co-Administrative Agents within three Business Days following the date on which the offer is made pursuant to clause (50%ii) of the Prepayment Feeabove to accept such offer, plus (D) all other sums, that such DIP Creditor shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred rejected such offer, and (and iv) to the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that extent there are any prepayment amounts remaining after the Effective Date Borrower receives a lump sum cash payment(s) foregoing application, such amounts shall be paid promptly by the Co-Administrative Agents to the Company (which payment(s) are recognized by Borrower as revenue or equityany amounts returned to the Company pursuant to this clause (iv), or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate“Declined Amounts”).

Mandatory Prepayments. (i) If In the Term Loans are accelerated following event any Collateral Store Lease or Franchise Agreement with respect to any Tranche B Store terminates prior to the occurrence of an Event of DefaultTranche B Maturity Date, and such Collateral Store Lease or Franchise Agreement is not renewed or otherwise extended, Borrower shall immediately pay to Lenders, payable to each Lender prepay the Principal Balance of the Tranche B Loan in accordance with its respective Pro Rata Share, an amount equal to the sum Allocated Loan Amount with respect such Tranche B Store, unless at least 30 days prior to such termination Borrower designates a Substitute Store for such Tranche B Store and satisfies the Substitution Conditions. Concurrently with any mandatory prepayment pursuant to this subsection 2.2.8, Borrower shall pay to FINOVA accrued and unpaid interest on the Principal Balance which is being prepaid to the date on which FINOVA is in receipt of Good Funds, any other sums which are due and payable pursuant to the terms of any of the Loan Instruments and a prepayment premium equal to a percentage of the Principal Balance prepaid, determined in accordance with the following schedule: Percentage of Principal Period of Prepayment Balance Prepaid -------------------- ------------------------ First Tranche B Loan Year 10.0% Second Tranche B Loan Year 10.0% Third Tranche B Loan Year 5.0% Fourth Tranche B Loan Year 3.0% Fifth Tranche B Loan Year and Thereafter 1.0% Prepayments received by FINOVA pursuant to this subsection 2.2.8 shall be applied in the following order of priority to the payment of: (Ai) any and all outstanding principal sums which are due and payable pursuant to the terms of the Term Loans plus Loan Instruments, except the Principal Balance and accrued and unpaid interest thereon through the prepayment datethereon, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In to the event Borrower permanently discontinues Borrower’s pursuit monthly installment payments required under subsection 2.2.6 in the inverse order of active development of Ataluren maturity and (also known as PTC124®iii) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”)any remainder, Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans 's Obligations in full, in which case Borrower such order as FINOVA shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatedetermine.

Mandatory Prepayments. (ia) If Immediately upon receipt by any Credit Party of any cash proceeds of any asset disposition, the Term Borrowers shall prepay the Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: all such proceeds, net of (A) all outstanding principal of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Term Loans plus accrued interest thereon through the prepayment dateBorrowers in connection therewith (in each case, paid to non-Affiliates), (B) the Final Paymenttransfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesextent such Liens constitute Permitted Encumbrances hereunder), if any, and interest at the Default Rate with respect to any past due amounts. (iiD) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) an appropriate reserve for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender income taxes in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth GAAP in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsconnection therewith. Notwithstanding the foregoing, if the PTC124 Discontinuation Credit Parties notify the Administrative Agent in writing of their intent to reinvest such proceeds in replacement fixed assets, the Credit Parties shall only be obligated to make prepayments to the extent that such proceeds are not so reinvested. The following shall not be deemed subject to have occurred mandatory prepayment under this paragraph: (1) proceeds of sales of Inventory in the ordinary course of business and (2) the proceeds of any asset disposition or series of asset dispositions otherwise permitted under Section 6.08 not in excess of $500,000. (b) If Holdings or any Borrower issues Stock or any debt security in a public offering or in a private placement underwritten, placed or initially purchased by an investment bank, no later than the Business Day following the date of receipt of the proceeds thereof, all Borrowers (in the case of an issuance by Holdings) or the issuing Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses (including legal fees) paid to non-Affiliates in connection therewith; provided, that no such prepayment shall be required with respect to an amount equal to such proceeds that (A) are received pursuant to any employee or stock option plan, (B) are received in connection with any refinancing of Indebtedness or (C) are required to prepay loans and other extensions of credit under the First Lien Facilities. (c) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) 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 principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section shall be subject to Section 2.15, but otherwise shall be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) On or prior to August 30, 2010, any 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 Loans required to be made pursuant to this Section, to decline all (but not a portion) of its pro rata share of such prepayment (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders shall not have so declining such prepayment (with such Lenders having the right to require Borrower to repay decline any prepayment with Declined Proceeds at the Term Loans as a result of the PTC124 Discontinuation) time and in the event that after manner specified by the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized Administrative Agent). Thereafter, the remaining Declined Proceeds may be retained by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateBorrowers.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Company or any of its Restricted Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.02), then not later than the next Business Day following such incurrence, the Term Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) If on any date following the Closing Date the Company or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless the Company intends to acquire or repair assets useful in the business of, or otherwise reinvest in, the Company and its Restricted Subsidiaries with all or any portion of the relevant Net Cash Proceeds, not later than the fifth Business Day following the receipt by the Company or such Subsidiary of such Net Cash Proceeds, the Term Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) If any such prepayment shall only be required with the Term aggregate amount of Net Cash Proceeds from any Asset Sale or Recovery Event received in any fiscal year of the Company in excess of $20,000,000, (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date the Loans are accelerated following shall be prepaid by an amount equal to the occurrence Reinvestment Prepayment Amount (or, in the case of an Event a Reinvestment Prepayment Date described in clause (b) of Default, Borrower shall immediately pay the definition thereof with respect to Lenders, payable to each Lender in accordance with its respective Pro Rata Shareonly a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the sum relevant Reinvestment Event and (iii) the aggregate amount of Net Cash Proceeds that the Company may apply to the acquisition or repair of assets useful in the business of: (A) all outstanding principal , or otherwise reinvest in, the Company and its Restricted Subsidiaries, in lieu of prepaying the Term Loans plus accrued interest thereon through following the prepayment dateClosing Date shall not exceed $150,000,000 (excluding amounts specified in the preceding clause (i)), provided however that Net Cash Proceeds from a Specified Disposition shall not be subject to any reinvestment rights and shall instead be applied in its entirety to prepay the Term Loans. (Bc) Not later than five Business Days following a Specified Distribution, the Company shall prepay in full all outstanding Term Loans. (d) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to (x) the Final PaymentECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans (including Incremental Term Loans) under Section 2.11, Credit Agreement Refinancing Debt that is secured on a pari passu basis with the Obligations and Revolving Credit Loans (Cto the extent accompanied by a permanent commitment reduction), in each case during such fiscal year or following such fiscal year and prior to such Excess Cash Flow Application Date to the extent not previously deducted pursuant to this clause (y) in any prior period, but only to the Prepayment Feeextent that such prepayments are not made with the proceeds of long-term Indebtedness (other than revolving Indebtedness). 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 the date on which the financial statements of the Company referred to in Section 6.01(a), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amountswhich such prepayment is made, (i) are required to be delivered to the Lenders and (ii) are actually delivered. (iie) In the event of any termination of all the Revolving Credit Commitments, each Borrower permanently discontinues Borrower’s pursuit shall, on the date of active development such termination, repay or prepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and each Issuing Lender with respect to) all outstanding Letters of Ataluren Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the sum of (also known as PTC124®i) the aggregate Committed Credit Exposure of all the Revolving Credit Lenders plus (ii) the outstanding aggregate principal amount or Assigned Dollar Value of all Competitive Loans made by all the Revolving Credit Lenders plus (iii) the L/C Obligations then outstanding shall at any time exceed the Total Revolving Credit Commitment, then (A) on the last day of any Interest Period for all therapeutic indications any Eurocurrency Standby Borrowing and (as determined by B) on any other date in the Lenders in their reasonable discretion) (event any Base Rate Borrowing shall be outstanding, the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders Borrowers shall have the right, upon written notice to Borrower, to require Borrower to repay the Term prepay Standby Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the lesser of (x) the amount necessary to eliminate such excess and (y) the amount of the applicable Borrowings referred to in subclauses (i) and (ii) above and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount sufficient to eliminate such excess; provided, that in the case of any mandatory reduction of the Total Revolving Credit Commitments pursuant to Section 2.10(e), such prepayments of Revolving Credit Loans and replacement or cancellation of (or such making of other arrangements with respect to) Letters of Credit shall be completed simultaneous with the effectiveness of such mandatory reduction of the Revolving Credit Commitments. If, on any date, the sum of: of (A1) the aggregate Committed Credit Exposure of all the Revolving Credit Lenders and (2) the outstanding aggregate principal amount or Assigned Dollar Value of all Competitive Loans made by all the Revolving Credit Lenders shall exceed 105% of the Total Revolving Credit Commitments (less the L/C Commitment), then the Borrowers shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Standby Borrowings in an aggregate principal amount sufficient to eliminate such excess. On the date of any termination or reduction of the Revolving Credit Commitments pursuant to this clause (d), the Borrowers shall pay or prepay so much of the Standby Borrowings as shall be necessary in order that the Revolving Extensions of Credit will not exceed the Total Revolving Credit Commitments after giving effect to such termination or reduction. (f) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (d) above), to the extent that the Company has determined that (i) any of or all the Net Cash Proceeds of any Asset Sale (other than a Specified Disposition) or Recovery Event by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries (or branches of Foreign Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the Company (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.12 but may be retained by the applicable Foreign Subsidiary or branch (the Company hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law, risking the liability described in clause (ii) above, or incurring material adverse Tax consequences); provided, that for a period of 180 days from receipt of such Net Cash Proceeds, if such repatriation, and once such repatriation of any of such affected Net Cash Proceeds becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be immediately affected and such distributed Net Cash Proceeds will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of loans pursuant to this Section 2.12. For the avoidance of doubt, but without limiting the Company’s obligations under this Section 2.12, in no circumstance shall this Section 2.12 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Company any portion of any Net Cash Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary. (g) All prepayments made pursuant to this Section 2.12 shall be subject to Section 2.21, but shall otherwise be without premium or penalty, and shall be accompanied by accrued interest on the principal amount to be repaid to but excluding the date of payment. (h) Each prepayment of Term Loans pursuant to this Section 2.12 shall be applied to the remaining scheduled installments of the Term Loans plus accrued interest thereon through as directed by the Company and in the absence of such direction, to the remaining scheduled installments of the Term Loans in direct order of maturity. (i) The Company 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. 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. (j) With respect to any mandatory prepayments of the Term Loans under this Section 2.12 (other than Section 2.12(a), 2.12(b) (only with respect to a Specified Disposition) and 2.12(c)), each Term Loan Lender may reject all or a portion of its Term Loan Percentage, or other applicable share provided for under this Agreement, of such mandatory prepayment of Term Loans (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m., New York time, two Business Days after the date (accrued at of such Lender’s receipt of notice from the applicable interest rate as set forth in Section 2.3 Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Loan Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Subject to the terms of this Agreement), (B) any Declined Proceeds remaining shall be retained by the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateCompany.

Mandatory Prepayments. (ia) If No later than the Term Loans are accelerated third Business Day following the occurrence receipt of an Event Net Cash Proceeds in respect of Defaultany Asset Sale (other than Asset Sales permitted under Sections 6.05(b)(i) or (b)(ii), the Borrower shall immediately pay apply 100% of the Net Cash Proceeds received with respect thereto to Lenders, payable to each Lender make prepayments in accordance with Section 2.13(d); provided that, so long as no Event of Default shall have occurred and be continuing, no prepayments shall be required from (and the amounts in the preceding sentence shall not include) Net Cash Proceeds of such Asset Sale, if the Borrower reinvests such Net Cash Proceeds in like assets, financial assets, or other financial services investment strategies within 365 days of its respective Pro Rata Sharereceipt of such Net Cash Proceeds. (b) In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of the Borrower or any Subsidiary (other than a Fund GP, with respect to the incurrence of Indebtedness by a Fund or a Fund Related Entity, and other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.13(d). (c) In the sum of: event that the Borrower receives any Specified Equity Contribution permitted pursuant to Section 6.17, the Borrower shall, substantially simultaneously with (Aand in any event not later than the Business Day next following) all outstanding principal the receipt of such Specified Equity Contribution, apply an amount equal to 100% of such Specified Equity Contribution to make prepayments in accordance with Section 2.13(d). (d) Amounts to be applied in connection with prepayments pursuant to clauses (a) and (c) of this Section 2.13 shall (i) be applied to the prepayment of the Term Loans plus accrued interest thereon through and the Other Term Loans, (ii) be allocated pro rata between the Term Loans and the Other Term Loans and (iii)(A) with respect to the Term Loans, be applied, first, to the next succeeding four scheduled installments of principal due in respect of the Term Loans under Section 2.11 in direct order of maturity and, thereafter, pro rata to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 and (B) with respect to the Other Term Loans, be applied pursuant to the applicable Incremental Term Loan Assumption Agreements or, if the applicable Incremental Term Loan Assumption Agreement does not provide for the manner of such application, pursuant to the preceding clause (A), mutatis mutandis. (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) not later than 1:00 p.m. New York City time 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 (Bor portion thereof) the Final Paymentto be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, (C) the Prepayment Fee, plus (D) all other sums, that but shall have become due and payable, including Lenders’ Expenses, if anyotherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest at on the Default Rate with respect principal amount to any past due amountsbe prepaid to but excluding the date of payment. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (ia) If any Capital Stock shall be issued, or Indebtedness incurred, by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 6.2 of this Agreement), then on the date of such issuance or incurrence, the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.6(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Security Documents, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries. (Ab) all outstanding principal If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Extraordinary Recovery Event, then, on the date of receipt by the Borrower of such Net Cash Proceeds, the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined be prepaid by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: amount of such Net Cash Proceeds (A) all outstanding principal less any amount applied by the Borrower within 180 days of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate receipt to repair or replace any damaged or condemned property for which insurance proceeds or condemnation proceeds have been received), as set forth in Section 2.3 2.6(d); provided that the Borrower shall only be required to prepay under this Section 2.6(b) from Net Cash Proceeds in excess of $500,000 in the aggregate for all Asset Sale or Extraordinary Recovery Events over the term of this Agreement). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5. (c) If, (B) for any fiscal year of the Final PaymentBorrower commencing with the fiscal year ending December 31, (C) 2005, the Consolidated Leverage Ratio is greater than 3.0 to 1 and there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to fifty percent 50% of such Excess Cash Flow, as set forth in Section 2.6(d). Each such prepayment shall be made on a date (50%an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Prepayment FeeBorrower referred to in Section 5.1(b), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amounts. Notwithstanding the foregoingwhich such prepayment is made, the PTC124 Discontinuation shall not are required to be deemed delivered to have occurred (and the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with any prepayments made pursuant to this Section shall not have be applied to the right prepayment of the Term Loans, pro rata among the Lenders according to require Borrower to repay the amounts of the Term Loans as a result then held by the Lenders. (e) Each mandatory prepayment in respect of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue Term Loans shall be made without prepayment premium or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatepenalty.

Mandatory Prepayments. (i) If the Term Loans are accelerated following the occurrence of an Event of DefaultOn any Tranche A Senior Loan Repayment Date, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal subject to the sum of: provisions of this Section 2.5(b)(i) below, the Tranche A Senior Loan (A) all outstanding principal without payment in respect of the Term Loans plus Yield-Maintenance Premium) shall be prepaid using funds then made available for prepayment from the Rova I Contingency Account pursuant to Section 4.6 of the Deposit Agreement, together with all accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that thereon. Each Lender shall have become due the option to accept its pro rata share of the prepayments required pursuant to this Section 2.5(b) to be applied to the Tranche A Senior Loan; all such prepayments not accepted by the Lenders shall be transferred to the Project Control Account. On any Tranche B Senior Repayment Date, subject to the provisions of this Section 2.5(b)(i) below, the Tranche B Senior Loan (without payment in respect of the Yield-Maintenance Premium) shall be prepaid using funds then made available for prepayment from the Rova II Contingency Account pursuant to Section 4.6 of the Deposit Agreement, together with all accrued and payable, including Lenders’ Expenses, if any, and unpaid interest at thereon. Each Lender shall have the Default Rate with respect option to any past due amountsaccept its pro rata share of the prepayments required pursuant to this Section 2.5(b)(i) to be applied to the Tranche B Senior Loan; all such prepayments not accepted by the Lenders shall be transferred to the Project Control Account. All partial prepayments are to be applied to remaining repayments of principal in inverse order of maturities. No amount prepaid pursuant to this Section 2.5(b)(i) may be reborrowed by Borrower. (ii) In Junior Subordinated Loans shall be prepaid, pro rata, using funds made available for prepayment from the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice Project Control Account pursuant to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal Section 4.1 of the Term Loans plus Deposit Agreement, together with accrued and unpaid interest thereon through the prepayment date (accrued at the applicable interest rate plus any losses or expenses as set forth described in Section 2.3 of 2.3(e) incurred in connection therewith. Prepayments made pursuant to this Agreement), (BSection 2.5(b)(ii) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall may not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatereborrowed.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the Term Loans are accelerated following the occurrence Borrower or any of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender its Subsidiaries (excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 6.2 as in effect on the date of this Agreement), then, on the date of such incurrence, the Loans shall be prepaid, and/or the Commitments shall be reduced, by an amount equal to the sum of: (A) all outstanding principal amount of such Net Cash Proceeds. The provisions of this Section do not constitute a consent to the Term Loans plus accrued interest thereon through incurrence of any Indebtedness by the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to Borrower or any past due amountsof its Subsidiaries. (iib) In If on any date the event Borrower permanently discontinues Borrower’s pursuit or any of active development its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of Ataluren (also known as PTC124®) for all therapeutic indications (as determined receipt by the Lenders in their reasonable discretion) (Borrower or such Subsidiary of such Net Cash Proceeds, the “PTC124 Discontinuation”)Loans shall be prepaid, Borrower will give prompt written notice to Collateral Agentand/or the Commitments shall be reduced, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: (A) all outstanding principal amount of such Net Cash Proceeds; provided, that, notwithstanding the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement)foregoing, (Bi) the Final Paymentaggregate Net Cash Proceeds of Asset Sales and Recovery Events (other than Recovery Events arising from satellite or launch failures) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 at any one time outstanding and (ii) on each Reinvestment Prepayment Date the Loans shall be prepaid, (C) and/or the Commitments shall be reduced, by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any past due amounts. Notwithstanding Disposition not permitted by Section 6.5. (c) If, for any fiscal year of the foregoingBorrower commencing with the fiscal year ending December 31, 2002, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the PTC124 Discontinuation Loans shall not be deemed prepaid, and/or the Commitments shall be reduced, by an amount equal to have occurred 50% of such Excess Cash Flow. Each such prepayment and commitment reduction shall be made on a date (and an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders shall not have and (ii) the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) date such financial statements are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateactually delivered.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within five Business Days following such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, (i) If the Term Loans are accelerated following aggregate Net Cash Proceeds of Asset Sales that may be excluded from the occurrence foregoing requirement pursuant to a Reinvestment Notice shall not exceed, in any fiscal year of the Borrower, an Event amount equal to 5% of DefaultConsolidated Total Assets as of the last day of the Borrower’s immediately preceding fiscal year, Borrower shall immediately pay to Lenders, payable to and (ii) on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans plus accrued interest thereon through Loans; provided, further, that, notwithstanding the prepayment dateforegoing, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that Borrower shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect not be required to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay prepay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal this paragraph (b) except to the sum of: (A) extent that the Net Cash Proceeds from all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall Asset Sales which have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue been so applied equals or equity, or any combination thereof, but not indebtedness) of at least exceeds $25,000,000 20,000,000 in the aggregate. (c) 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 the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans. 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 delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative Currency LC Commitment, the Borrower shall, without notice or demand, within three Business Days after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain outstanding, cash collateralize Letters of Credit in a manner satisfactory to the Administrative Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments and the Alternative Currency LC Exposure does not exceed the Alternative Currency LC Commitment. (e) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and shall in every case be without premium, charge or penalty on account of such prepayment except such as would otherwise be due on account of a prepayment prior to the last day of an Interest Period.

Mandatory Prepayments. (ia) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrowers or any of their Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 and any Indebtedness of the Borrowers in favor of Holdings which is subject to any of the Existing Intercompany Subordinated Debt Subordination Agreements), then on the date of such incurrence, the Term Loans are accelerated following and the occurrence Revolving Credit Loans (without a corresponding reduction of an Event the Revolving Credit Commitments) shall be prepaid and/or the outstanding Letters of DefaultCredit shall be cash collateralized, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrowers or any of their Subsidiaries. (Ab) all outstanding principal Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued by the Borrowers or any of their Subsidiaries (other than in connection with a capital contribution by Holdings to the Capital Stock of the Borrowers or any of their respective Subsidiaries), then on the date of such issuance, the Term Loans plus accrued interest thereon through and Revolving Credit Loans (without a corresponding reduction of the prepayment dateRevolving Credit Commitments) shall be prepaid, (B) and/or the Final Paymentoutstanding Letters of Credit shall be cash collateralized, (C) by an amount equal to 50% of the Prepayment Feeamount of the Net Cash Proceeds of such issuance, plus (D) all other sums, that shall have become due as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the issuance of any Capital Stock by any entity whose Capital Stock is pledged pursuant to the Guarantee and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsCollateral Agreement. (iic) In Unless the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Required Prepayment Lenders shall have otherwise agree, if on any date the rightBorrowers or any of their Subsidiaries shall receive Net Cash Proceeds (or, upon written notice to Borrowerin the case of any Asset Sale constituting a Disposition of a Group Two Property, to require Group Two Net Cash Proceeds) from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by a Borrower to repay or such Subsidiary of such Net Cash Proceeds or Group Two Net Cash Proceeds, as applicable, the Term Loans in fulland the Revolving Credit Loans shall be prepaid (without a corresponding reduction of the Revolving Credit Commitments), in which case Borrower and/or the outstanding Letters of Credit shall immediately pay to Lendersbe cash collateralized, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate such Net Cash Proceeds or Group Two Net Cash Proceeds, as applicable, as set forth in Section 2.3 of this Agreement2.10(e); provided, that, notwithstanding the foregoing, (Bi) the Final Paymentaggregate Net Cash Proceeds or Group Two Net Cash Proceeds, as applicable, of Asset Sales and Recovery Events that my be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $8,000,000 in any fiscal year of the Borrowers and (Cii) on each Reinvestment Prepayment Date the Term Loans and Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the consummation of any past due amounts. Notwithstanding Disposition not permitted by Section 7.5. (d) Unless the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Required Prepayment Lenders shall not have otherwise agree, if, for any fiscal year of the right to require Borrower to repay Borrowers commencing with the fiscal year ending December 31, 2009, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans as and the Revolving Credit Loans (without a result corresponding reduction of the PTC124 DiscontinuationRevolving Credit Commitment) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the ECF Percentage of such Excess Cash Flow, as set forth in the event that Section 2.10(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the Effective Date Borrower receives earlier of (i) the date on which the financial statements of the Borrowers referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans, second, to the prepayment of the Revolving Credit Loans (ratably to R-1 Revolving Credit Loans and R-2 Revolving Credit Loans) and, third, to replace outstanding Letters of Credit and/or deposit an amount in cash in a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) collateral account established with the Administrative Agent for the benefit of at least $25,000,000 in the aggregateSecured Parties on terms and conditions satisfactory to the Administrative Agent.

Mandatory Prepayments. (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Consolidated Entity, an amount equal to 50% of the Net Cash Proceeds, in the case of an issuance of Capital Stock (other than (i) If to another Consolidated Entity, (ii) as permitted under Section 6.03, (iii) pursuant to employee and director compensation plans or (iv) otherwise for Net Cash Proceeds in an aggregate amount up to $10,000,000), and 100% of the Net Cash Proceeds, in the case of an issuance or incurrence of Indebtedness (other than as permitted under Section 6.01), shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans are accelerated following as set forth in Section 2.14(e); provided that no prepayment shall be required to be made pursuant to this subsection (a) if the occurrence Leverage Ratio on the last the day of an the fiscal quarter most recently ended is 2.00 to 1.00 or less. (b) If on any date any Consolidated Entity shall 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 Defaultthe Term Loans as set forth in Section 2.14(e); provided, Borrower shall immediately pay to Lendersthat, payable to notwithstanding the foregoing, on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans. (Ac) all outstanding principal If, for any fiscal year of the Borrower and its Domestic Subsidiaries commencing with the fiscal year ending December 24, 2005 there shall be Excess Domestic Cash Flow, the Borrower shall, on the relevant Excess Domestic Cash Flow Application Date, apply the EDCF Percentage of such Excess Domestic Cash Flow toward the prepayment of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 2.14(e). Each such prepayment shall be made on a date (an “Excess Domestic Cash Flow Application Date”) no later than five days after the earlier of this Agreement), (Bi) the Final Payment, (C) an amount equal to fifty percent (50%) date on which the financial statements of the Prepayment Fee, plus (DConsolidated Entities referred to in Section 5.01(a) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amounts. Notwithstanding the foregoingwhich such prepayment is made, the PTC124 Discontinuation shall not are required to be deemed delivered to have occurred (and the Lenders and (ii) the date such financial statements are actually delivered. (d) If on any date any Consolidated Entity shall not have receive Net Cash Proceeds in connection with any Receivables Financing Program then such Net Cash Proceeds shall be applied on such date toward the right to require Borrower to repay prepayment of the Term Loans as a result set forth in Section 2.14(e). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.14 shall be applied to the prepayment of the PTC124 DiscontinuationTerm Loans in accordance with Section 2.21(b) and shall be made, first, to ABR Loans and, second, to Eurocurrency Loans, in each case together with accrued interest to the date of such prepayment on the amount prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the Borrower pursuant to any such prepayment shall not exceed in the event that after aggregate the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower applicable portion of Net Cash Proceeds or Excess Domestic Cash Flow, as revenue or equitythe case may be, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatewith respect to such prepayment.

Mandatory Prepayments. (i) If the Term Loans are accelerated following the occurrence of an Event of DefaultDefault (other than any Event of Default triggered by a breach of Section 7.2(c)(ii)), Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata ShareShare (except in the case of the Final Fee and the Amendment Fee), an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the applicable Final Fee paid in accordance with the definition thereof, (iii) the Prepayment Premium, (iv) the Amendment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Fee or the Amendment Fee had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to the respective Lender to which such payments are owed, the Final Fee and the Amendment Fee, as applicable, in respect of the Term Loans. If a Change of Control occurs, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share (except in the case of the Final Fee and the Amendment Fee), an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final PaymentFee paid in accordance with the definition thereof, (C) the Prepayment FeePremium, (D) the applicable Amendment Fee paid in accordance with the definition thereof, plus (DDE) all other sums, Obligations that shall have become are due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the PTC124 Discontinuation shall Maturity Date, if the Final Fee or the Amendment Fee had not be deemed to have occurred (and previously been paid in full in connection with the Lenders shall not have the right to require Borrower to repay prepayment of the Term Loans in full, Borrower shall pay to the respective Lender to which such payments are owed, the Final Fee and the Amendment Fee, as a result applicable, in respect of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateTerm Loans.

Mandatory Prepayments. (ia) If Unless the Term Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted to be incurred under Section 6.2), then on the date of such incurrence, the Loans are accelerated following the occurrence of an Event of Defaultshall be prepaid, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through Net Cash Proceeds of such issuance or incurrence. The provisions of this Section 2.7(a) do not constitute a consent to the prepayment date, (B) incurrence of any Indebtedness by the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to Borrower or any past due amountsof its Subsidiaries. (iib) In Unless the event Required Lenders shall otherwise agree, if on any date the Borrower permanently discontinues Borrower’s pursuit or any of active development its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof on or prior to the date of Ataluren (also known as PTC124®) for all therapeutic indications (as determined such Asset Sale or Recovery Event, on the date of receipt by the Lenders in their reasonable discretion) (Borrower or such Subsidiary of such Net Cash Proceeds, the “PTC124 Discontinuation”)Loans shall be prepaid, Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: (A) all outstanding principal amount of such Net Cash Proceeds; provided, that, notwithstanding the Term foregoing, on each Reinvestment Prepayment Date the Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement)shall be prepaid, (B) the Final Payment, (C) by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any past due amounts. Notwithstanding Disposition not permitted by Section 6.5. (c) Unless the foregoingRequired Lenders shall otherwise agree, if, for any fiscal year of the Subsidiaries commencing with the fiscal year ending on December 31, 2007, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the PTC124 Discontinuation Loans shall not be deemed prepaid by an amount equal to have occurred the ECF Percentage of such Excess Cash Flow. Each such prepayment shall be made on a date (and an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders shall not have and (ii) the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) date such financial statements are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateactually delivered.

Mandatory Prepayments. (i) If In the Term Loans are accelerated following the occurrence event of an Event any incurrence of Default, Borrower shall immediately pay Indebtedness by any Group Member (other than Indebtedness of any Group Member permitted to Lenders, payable to each Lender in accordance with its respective Pro Rata Sharebe incurred or issued under Section 7.2 that does not constitute Specified Prepayment Debt) of Specified Prepayment Debt, an amount equal to 100% of the sum of: (A) all outstanding principal Net Cash Proceeds of such Indebtedness incurrence shall on the date of such incurrence be applied to the prepayment of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsas set forth in Section 2.7(a)(iv). (ii) In the event of receipt by any Group Member of Net Cash Proceeds from any Asset Sale or Recovery Event by any Group Member then, unless a Reinvestment Notice shall be delivered in respect thereof or unless such Net Cash Proceeds are used to repay, prepay, refinance or otherwise terminate Indebtedness of any Borrower permanently discontinues Borrower’s pursuit or Restricted Subsidiary ranking pari passu in right of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by payment and Lien priority with the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata ShareObligations, an amount equal to 100% of the sum of: Net Cash Proceeds of such Asset Sale or Recovery Event in excess of $10,000,000 (Acalculated with respect to all Net Cash Proceeds received from any Asset Sale or Recovery Event since the Closing Date, in each case except with respect to any Net Cash Proceeds with respect to which a Reinvestment Notice has been delivered or which have been used to repay, prepay, refinance or otherwise terminate Indebtedness of any Borrower or Restricted Subsidiary ranking pari passu in right of payment and Lien priority with the Obligations) all outstanding principal shall on the date of such receipt be applied to the prepayment of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 2.7(a)(iv); provided, that, notwithstanding the foregoing, in the case of an Asset Sale or Recovery Event with respect to an asset of a Foreign Subsidiary, no mandatory prepayment shall be required until such time as the negative tax consequences described in the next succeeding sentence would not be triggered. In the instance of an Asset Sale or Recovery Event with respect to an asset of a Foreign Subsidiary that is a Restricted Subsidiary, if the distribution of the Net Cash Proceeds thereof as provided in this Agreementclause (ii) will result in negative tax consequences in the United States to the Company or any of its Restricted Subsidiaries, the Company shall be required to deliver to the Administrative Agent a certificate of a Responsible Officer stating that such distribution will result in negative tax consequences in the United States to the Company or any of its Restricted Subsidiaries. (iii) If, for any fiscal year of the Company commencing with the fiscal year ending December 31, 2014, there shall be Excess Cash Flow, the Company shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent funded with Internally Generated Cash Flow) (x) the aggregate amount of all optional prepayments of Term Loans pursuant to Section 2.7(a) made during such fiscal year, (y) the aggregate amount of all optional repayments of Revolving Loans pursuant to Section 2.7(a) made during such fiscal year that are accompanied by an equivalent permanent reduction in the Revolving Commitments and (z) the aggregate amount expended in connection with Term Loans Repurchases pursuant to Section 2.25 made during such fiscal year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (iv) Partial prepayments of the Term Loans pursuant to this Section 2.7(b) shall be applied to the installments thereof in forward order of maturity; provided that prepayments of Eurodollar Loans pursuant to this Section 2.7(b), (B) if not on the Final Payment, (C) an amount equal to fifty percent (50%) last day of the Prepayment FeeInterest Period with respect thereto, plus shall be subject to the provisions of Section 2.16. (Dv) Except as set forth in Section 2.16, all other sums, that shall have become due and payable, including Lenders’ Expensespayments made under this Section 2.7(b) will be without penalty or premium. (vi) Notwithstanding anything to the contrary contained in this Section 2.7(b), if anyany Term Lender shall notify the Administrative Agent (i) on the date of such prepayment, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred prepayment under Section 2.7(b)(i) or (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equityii), or any combination thereof, but not indebtedness(ii) of at least $25,000,000 in three Business Day prior to the aggregatedate of a prepayment under Section 2.7(b)(iii) that it wishes to decline its share of such prepayment, such share shall be retained by the Borrower.

Mandatory Prepayments. (a) Unless the Required Lenders shall otherwise agree, if any Capital Stock shall be issued (other than any Capital Stock issued (i) If solely for the Term Loans are accelerated following purpose of applying the occurrence Net Cash Proceeds of an Event such issuance to cure (A) the inaccuracy of Default, Borrower shall immediately pay to Lenders, payable to each Lender any Curable Representation/Warranty in accordance with Section 7.1 (b) or (B) a violation of Section 6.1 or Section 6.3 in accordance with such Section and clause (f) below, or (ii) to one or more Investor Parties or Investor-Related Parties), or Indebtedness incurred, by the Borrower or any of its respective Pro Rata ShareSubsidiaries (excluding any Indebtedness incurred in accordance with Section 6.4), then on the date of such issuance or incurrence, the Loans shall be prepaid by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through Net Cash Proceeds of such issuance or incurrence. The provisions of this Section do not constitute a consent to the prepayment dateissuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, (B) or a consent to the Final Payment, (C) incurrence of any Indebtedness by the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to Borrower or any past due amountsof its Subsidiaries. (iib) In Unless the event Required Lenders shall otherwise agree, if on any date the Borrower permanently discontinues Borrower’s pursuit or any of active development its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Purchase Price Refund then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, on the date of Ataluren (also known as PTC124®) for all therapeutic indications (as determined receipt by the Lenders in their reasonable discretion) (Borrower or such Subsidiary of such Net Cash Proceeds, the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders Loans shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Purchase Price Refunds that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date the Loans shall be prepaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Purchase Price Refund. (c) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive net Cash Proceeds from any Recovery Event then, unless the Borrower acts in accordance with the following procedures specified in this Section 2.6(c), the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds promptly upon the Borrower’s failure to act, or to continue to act, in accordance with such procedures: (i) within 90 days after the occurrence of the event that gives rise to the Recovery Event, the Borrower shall deliver to the Administrative Agent a preliminary notice of intent to use the anticipated Net Cash Proceeds from such Recovery Event to rebuild or reinvest in the assets that were the subject of the Recovery Event; (ii) upon receipt of such Net Cash Proceeds, the Borrower shall place them in a segregated account subject to a security interest in favor of the Administrative Agent for the benefit of the Lenders, to be used only for such rebuilding or reinvestment; (iii) within 15 days after receipt of such Net Cash Proceeds, the Borrower shall deliver to the Administrative Agent a Reinvestment Notice in respect thereof; (iv) within six months after delivery of the Reinvestment Notice, the Borrower shall commence the reinvestment or rebuilding process, provided that the Borrower has obtained all required Licenses to do so (which the Borrower shall make commercially reasonable efforts to obtain in a timely manner); (v) if the Borrower has not obtained any required Licenses within the six-month period specified in clause (iv) above, then provided that the Borrower at all times is diligently proceeding to obtain all such required Licenses, the Borrower shall have such additional period of time as is reasonably needed to obtain required Licenses and thereafter commence the reinvestment or rebuilding process, but in no event shall such additional period extend later than the date that is the earlier of (A) all outstanding principal six months after the end of the Term Loans plus accrued interest thereon through the prepayment date initial six-month period specified in clause (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), iv) above or (B) the Final Paymentdate on which the Administrative Agent in the exercise of reasonable discretion informs the Borrower that the Administrative Agent believes any such License is not reasonably capable of being obtained by the Borrower; (vi) the Borrower shall diligently proceed with and complete the reinvestment or rebuilding process in accordance with the Reinvestment Notice; and (vii) the Borrower shall provide notice to the Administrative Agent of any material correspondence relating to any required Licenses pursuant to Section 5.7(h). (d) The provisions of Sections 2.6(b) and 2.6(c) do not constitute a consent to the consummation of any Disposition not permitted by Section 6.7. (e) Unless the Required Lenders shall otherwise agree, (C) if, as of any ECF Calculation Date commencing with the first ECF Calculation Date following the expiration of 180 days after the Substantial Consummation Date, there shall be Excess Cash Flow, then, on the relevant ECF Application Date, the Loans shall be prepaid by an amount equal to fifty percent 50% of such Excess Cash Flow, provided that, notwithstanding the foregoing, in no event shall the Borrower be required to make a prepayment pursuant to this Section 2.6(e) relating to any ECF Calculation Period if (50%and to the extent that) such payment would cause the Borrower’s and its Subsidiaries’ (on an aggregate basis) Cash and Cash Equivalents to be less than $10,000,000 as of the Prepayment Feerelevant ECF Calculation Date. (f) Unless the Required Lenders shall otherwise agree, plus if on any date the Administrative Agent shall determine (Dabsent manifest error) all other sumspursuant to Section 6.1 or Section 6.3 (as the case may be) that the amount of capital contributions to the Borrower made to cure a violation of Section 6.1 or Section 6.3 (as applicable) exceeds the amount needed to cure such violation, that then the Loans shall have become be prepaid in an amount equal to the lesser of (i) the entirety of such excess amount of capital contributions and (ii) $500,000. (g) All prepayments of the Loans pursuant to Sections 2.5 and 2.6 shall be applied as follows: (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Obligations to the extent then due and payable, including Lenders’ Expensesand (ii) second, to prepay the principal amount of the Loans and other Obligations (if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred ) then outstanding (and shall be applied to the Lenders shall not have installments of such Loans in the right to require Borrower to repay the Term Loans as a result inverse order of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) scheduled maturities of at least $25,000,000 in the aggregatesuch installments).

Mandatory Prepayments. (ia) If at any time the Term Loans are accelerated following aggregate outstanding principal balance of all Revolving Credit Advances (including Sterling Overdrafts) made hereunder exceeds the occurrence of an Event of DefaultMaximum Revolving Credit Amount, the Borrower shall immediately pay repay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, the Bank an amount equal to such excess. (b) All proceeds of accounts receivable of the sum of: Borrower shall be applied to reduce the Sterling Overdraft and the Revolving Credit Advances and such proceeds shall be applied first to reduce the Sterling Overdraft. (Ac) The Borrower will make all outstanding required principal payments on the Term Loan on the dates when due. (d) The Borrower shall, on the date of receipt of Net Cash Proceeds by the Borrower or any of its Subsidiaries, except for Net Cash Proceeds received by any Guarantor to which the provisions of Section 4.1(d) of the Domestic Credit Agreement apply, from (i) the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than Net Cash Proceeds from a transaction permitted under Section 9.5), (ii) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness for borrowed money, except for Bank Obligations, and (iii) the sale or issuance by the Borrower or any of its Subsidiaries of any capital stock or other ownership or profit interest or any warrants, options or rights to acquire capital stock or other ownership or profits interest (other than Net Cash Proceeds from any such sale or issuance which described as one of its purposes undertaking acquisitions if such Net Cash Proceeds are used to finance any transaction permitted under Section 9.7 within ninety (90) days of the receipt of such Net Cash Proceeds by the Borrower), prepay an aggregate principal amount of the Term Loans plus accrued interest thereon through Loan equal to the prepayment dateamount of such Net Cash Proceeds; provided, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sumshowever, that shall have become due and payablesuch -------- ------- amounts may at the request of the Borrower be held as cash Collateral by the Bank, including Lenders’ Expensesin a separate account with the Bank, if any, and accruing interest at the Default Rate with respect to any past due amounts. (ii) In Bank's normal deposit rate for deposits of like amount and duration, until the event Borrower permanently discontinues Borrower’s pursuit end of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”)existing Interest Periods, Borrower will give prompt written notice to Collateral Agent, and the Lenders at which time such prepayment shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal occur. Partial prepayments of the Term Loans plus accrued interest thereon through Loan under this Section 4.1(d) shall be applied to the prepayment date (accrued at the applicable interest rate as set forth scheduled principal payments in Section 2.3 inverse order of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatematurity.

Mandatory Prepayments. (ia) If Lender is not obligated to make Net Proceeds available to Borrower for Restoration pursuant to this Agreement, on the Term Loans are accelerated next occurring Monthly Payment Date following the occurrence date on which (a) Lender actually receives any Net Proceeds, and (b) Lender has determined that such Net Proceeds shall be applied against the Debt, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Except during the continuance of an Event of Default, Borrower such Net Proceeds shall immediately pay be applied by Lender as follows in the following order of priority: First, to Lendersall amounts (other than principal and interest) then due and payable under the Loan Documents, payable including any reasonable costs and expenses of Lender in connection with such prepayment); Second; accrued and unpaid interest at the Interest Rate; and Third, to each principal. Notwithstanding anything herein to the contrary, so long as no Event of Default is continuing, no Prepayment Fee or other prepayment premium, penalty or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a). Any partial principal prepayment under this Section 2.4.4(a) shall be applied to the last payments of principal due under the Loan. (b) Notwithstanding anything to the contrary contained herein, in the event that Lender has elected to prepay the Debt in accordance with its respective Pro Rata Share, an amount equal to the sum of: (ASection 2.4.4(a) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have Net Proceeds to be applied to reduce the right, upon written notice Debt are in excess of Four Hundred Five Million and No/100 Dollars ($405,000,000.00) but are not sufficient to Borrower, to require Borrower to repay pay the Term Loans Obligations in full, in which case and so long as no Event of Default has occurred and is continuing, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to may prepay the sum of: (A) all outstanding entire principal balance of the Term Loans plus accrued interest thereon through Notes and any other amounts outstanding under the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of Notes, this Agreement), (B) or any of the Final Paymentother Loan Documents, (C) an amount equal to fifty percent (50%) without payment of the Prepayment Fee, plus Liquidated Damages Amount or any other prepayment premium, penalty or fee on any Business Day. As a condition of such right, Borrower must deliver to Lender a Prepayment Notice (Dwhich must state a prepayment date that is no later than thirty (30) all other sums, that shall have become due and payable, including Lenders’ Expenses, if anydays after the date of such Prepayment Notice) prior to Lender’s application of Net Proceeds in accordance with Section 2.4.4(a) so long as Lender provides Borrower with at least three (3) Business Days notice prior to such application, and otherwise within three (3) Business Days of Lender’s application of Net Proceeds in accordance with Section 2.4.4(a). If such prepayment is not made on a Monthly Payment Date, Borrower shall also pay interest at that would have accrued on the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result principal balance of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereofNotes to, but not indebtedness) of at least $25,000,000 in including, the aggregatenext Monthly Payment Date notwithstanding that such Monthly Payment Date extends beyond the Repayment Date.

Mandatory Prepayments. (ia) If Immediately upon receipt by any Loan Party of any proceeds of any sale or disposition by any Loan Party of any of its assets (other than, at any time that all or any portion of the Term Loan is outstanding, the Real Estate of the Borrowers), or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings with respect thereto, or any earnings, balance sheet or similar adjustment payment under the March 2021 Acquisition Agreements, the Borrowers shall prepay the Revolving Loans are accelerated in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrowers in connection therewith (in each case, paid to non-Affiliates). (b) No later than the Business Day following the occurrence date of receipt by any Loan Party of any proceeds from any issuance of Indebtedness not permitted by Section 7.1 or equity securities by any Loan Party, the Borrowers shall prepay the Obligations in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrowers in connection therewith; provided that the Borrowers shall not be required to prepay the Obligations with respect to proceeds of Capital Stock issued by any Borrower to members of management, directors, officers and employees pursuant to warrants or employee stock or option plans of such Borrower and its Subsidiaries or other warrants to stockholders. Any such prepayment shall be applied in accordance with subsection (c) of this Section. (c) Any such prepayment under clause (a) or (b) of this Section 2.14 shall be applied as follows: first, to the 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 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 Agent Advances to the full extent thereof; 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 Tranche A Revolving Loans, until the same shall have been paid in full, pro rata to the Tranche A Lenders based on their respective Tranche A Revolving Commitments; seventh, to the principal balance of the Tranche A-1 Revolving Loans, until the same shall have been paid in full, pro rata to the Tranche A-1 Lenders based on their respective Tranche A-1 Revolving Commitments; and eighth, to Cash 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, provided, that, at any time that an Event of DefaultDefault has occurred, Borrower shall immediately pay to at Administrative Agent’s option or at the request of Required Lenders, payable to each Lender such amounts shall be distributed in accordance with its respective Pro Rata ShareSection 8.2 regardless of whether such amounts constitute “Collateral.” The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth through eighth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (d) If at any time the Aggregate Revolving Credit Exposure exceeds Availability, the Aggregate Tranche A Revolving Credit Exposure exceeds the Tranche A Availability or the Aggregate Tranche A-1 Revolving Credit Exposure exceeds the Tranche A-1 Availability, in each case, after giving effect to any reduction in the Aggregate Revolving Commitments pursuant to Section 2.10 or otherwise, the Borrowers shall immediately repay the Swingline Loans, Revolving Loans and Agent Advances in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount. Each such prepayment shall be applied as follows: first, to the Agent Advances to the full extent thereof; second, to the Swingline Loans to the full extent thereof; third, to the Tranche A Revolving Loans to the full extent thereof; fourth, to the Tranche A-1 Revolving Loans to the full extent thereof; and fifth to Cash 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, provided, that, at any time that an Event of Default has occurred, at Administrative Agent’s option or at the request of Required Lenders, such amounts shall be distributed in accordance with Section 8.2. (e) During any such time that all or any portion of the Term Loan is outstanding, immediately upon receipt by any Borrower of any proceeds of any sale or disposition by any Borrower of any of the Real Estate of the Borrowers, the Borrowers shall prepay the Term Loan in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrowers in connection therewith (in each case, paid to non-Affiliates). Any such prepayment shall be applied in accordance with Section 2.14(g). (f) During any such time that all or any portion of the Term Loan is outstanding, the Borrowers shall prepay the Term Loan in an amount equal to the sum of: (A) all outstanding amount by which the principal balance of the Term Loans plus accrued interest thereon through Loan exceeds 85% of the fair market value of the Real Estate of the Borrowers, as determined pursuant to the most recent Qualified Appraisal. Any such prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate be applied in accordance with respect to any past due amountsSection 2.14(g). (iig) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined Any prepayments made by the Lenders in their reasonable discretionBorrowers pursuant to Section 2.14(e) (or Section 2.14(f) shall be applied as follows: first, to the “PTC124 Discontinuation”)principal balance of the Term Loan, Borrower will give prompt written notice to Collateral Agent, and until the Lenders same shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans been paid in full, in which case Borrower shall immediately pay pro rata to Lenders, payable to each Lender in accordance with its respective the Lenders based on their Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal Shares of the Term Loans plus accrued interest thereon through Loan, and applied to installments of the prepayment date (accrued at Term Loan in inverse order of maturity, then in the applicable interest rate as set forth manner provided in Section 2.3 of this Agreement2.14(c), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (i) If The Borrowers shall, within three Business Days of the Term Loans are accelerated following date of receipt of the occurrence Net Cash Proceeds by Weyerhaeuser or any of an Event its Domestic Subsidiaries from the sale, lease, transfer or other disposition of Defaultany assets of Weyerhaeuser or any of its Subsidiaries (other than any Excluded Sales), Borrower shall immediately pay to Lenders, payable to each Lender prepay any amounts outstanding under the Senior Bank Financing in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal lesser of the Term Loans plus accrued interest thereon through amount of such Net Cash Proceeds and the amount so outstanding (including the amounts required to be cash collateralized pursuant to (x) Section 2.20(i) hereof and (y) Section 2.04(i) of the Five-Year Revolving Credit Facility Agreement). Each such prepayment dateshall be applied first to any amounts outstanding or to be cash collateralized pursuant to the Five-Year Revolving Credit Facility Agreement in accordance with the terms and conditions set forth therein, and second to any Loans, L/C Disbursements or cash collateralizations under this Agreement as set forth in clause (Biii) below; provided that neither Borrower shall be required to make any prepayments pursuant to this Section 2.10(b)(i) if Weyerhaeuser or any of its Subsidiaries shall apply any of the Final PaymentNet Cash Proceeds it received from the sale, lease, transfer or other disposition of its assets for reinvestment in its business within 180 days after receipt thereof by Weyerhaeuser or any of its Subsidiaries (C) any such Net Cash Proceeds so reinvested, the Prepayment Fee, plus (D) all other sums, “Reinvestment Proceeds”); provided further that Weyerhaeuser shall have become due and payable, including Lenders’ Expenses, if any, and interest at notified the Default Rate with respect Administrative Agent of its intent to any past due amountsso reinvest such Net Cash Proceeds. (ii) In On the event Borrower permanently discontinues Borrower’s pursuit date of active development any termination or reduction of Ataluren the Commitments pursuant to Section 2.09, the Borrowers shall pay or prepay so much of their respective Borrowings as shall be necessary in order that the aggregate principal amount of Loans outstanding and the aggregate L/C Exposure does not exceed the Total Commitment, after giving effect to such termination or reduction. (also known as PTC124®iii) for all therapeutic indications Prepayments required to be made pursuant to clause (as determined by i) above to amounts due hereunder shall be first applied to prepay L/C Disbursements then outstanding until such L/C Disbursements are paid in full and second, to the Lenders extent required, applied to cash collateralize any outstanding Letters of Credit in their reasonable discretionaccordance with Section 2.20(i). The amount remaining (if any) (after the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agentprepayment in full of the L/C Disbursements and Loans, and the Lenders shall have 100% cash collateralization of the rightLetters of Credit then outstanding pursuant to Section 2.20(i), upon written notice may be retained by the Borrowers to Borrower, the extent not required to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender be applied in accordance with its respective Pro Rata Share, an amount equal to the sum of: clause (Ai) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if anyabove, and interest at the Default Rate Commitments shall be permanently reduced in accordance with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateSection 2.09(c).

Mandatory Prepayments. (i) If the Term Loans are accelerated following Debt to Operating Cash Flow Ratio as of the occurrence last day of an Event of Defaultany Fiscal Year beginning with Fiscal Year 2001 is equal to or greater than 5.5x, then no later than the next April 30, the Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, prepay an outstanding principal amount of the Term Loan A Advances equal to the sum of: (A) Allocable Portion of 75% of Excess Cash Flow for such Fiscal Year. If the Debt to Operating Cash Flow Ratio as of the last day of any Fiscal Year is less than 5.5x but greater than or equal to 5.0x, then no later than the next April 30, the Borrower shall prepay an outstanding principal amount of the Term Loan A Advances equal to the Allocable Portion of 50% of Excess Cash Flow for such Fiscal Year. In each case, the Borrower shall pay the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and all outstanding amounts then owing under Section 2.12 in respect of such prepayment and such prepayment shall be applied to reduce ratably all then remaining unpaid installments of principal of the Term Loans plus accrued interest thereon through Loan A Advances (based on the prepayment dateschedule set forth in Section 2.04, as the amounts therein may have been reduced from time to time, in accordance with this Agreement, due to repayments and prepayments of principal prior thereto). For purposes of this Section 2.09(b): (Bx) Excess Cash Flow for any Fiscal Year shall be determined on the Final Payment, basis of the amount of Excess Cash Flow for such Fiscal Year set forth on the certificate delivered to the Lenders pursuant to Section 5.03(t); and (Cy) Excess Cash Flow shall be determined using an amount for Operating Cash Flow that is calculated in accordance with the Prepayment Fee, plus definition thereof but excluding any Total Cost Savings Add-Back (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at as defined in the Default Rate with respect to any past due amountsdefinition of Operating Cash Flow). (ii) In If on any date the event Borrower permanently discontinues Borrower’s pursuit receives the Net Proceeds of active development any issuance of Ataluren equity securities (also known as PTC124®) including, without limitation, any common stock, preferred stock, rights to subscribe for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”or to purchase, or any warrants or options to acquire any equity security or any instrument convertible into any equity security), then no later than the fourth Eurodollar Business Day after such date of issuance, the Borrower shall repay an outstanding principal amount of the Term Loan A Advances equal to the Allocable Portion of such Net Proceeds, provided that (A) if on or before such date of issuance the Borrower has entered into an agreement or letter of intent to make an Asset Purchase that it reasonably expects will give prompt written notice be a Permitted Acquisition that will be consummated within 16 weeks of such date, the Borrower may defer making such repayment (to Collateral Agentthe extent of the estimated cash portion of the purchase price for such Permitted Acquisition) until the earlier of the date it consummates such Permitted Acquisition and the date 16 weeks after such date of issuance, and the Lenders principal amount of Term Loan A Advances required to be repaid shall have be the rightAllocable Portion of the excess of such Net Proceeds (less any amount repaid concurrently with such date of issuance on account of such Net Proceeds) over the cash portion of the purchase price actually paid for such Permitted Acquisition by such date and (B) if at the date of such issuance (1) the Senior Debt to Operating Cash Flow Ratio is less than 2.0x and (2) the Borrower is in good faith considering making a redemption of any Permitted Subordinated Debt within the next 12 weeks, upon written notice the Borrower may defer making such repayment (to Borrowerthe extent of the estimated amount to be applied to such redemption) until the earlier of the date it makes such redemption and the date 12 weeks after such date of issuance, and the principal amount of Term Loan A Advances required to require Borrower be repaid shall be the Allocable Portion of the excess of such Net Proceeds (less any amount repaid concurrently with such date of issuance on account of such Net Proceeds) over the amount actually applied to repay redeem Permitted Subordinated Debt by such date. In any case, the Term Loans in full, in which case Borrower shall immediately pay the principal amount to Lenders, payable to each Lender in accordance be prepaid together with its respective Pro Rata Share, an amount equal accrued interest thereon to the sum of: (A) date of prepayment and all outstanding amounts then owing under Section 2.12 in respect of such prepayment and such prepayment shall be applied to reduce ratably all then remaining unpaid installments of principal of the Term Loans plus accrued interest thereon through Loan A Advances (based on the prepayment date (accrued at the applicable interest rate as schedule set forth in Section 2.3 of 2.04, as the amounts therein may have been reduced from time to time, in accordance with this Agreement, due to repayments of principal prior thereto). (iii) If, on the date the Borrower shall issue any Permitted Subordinated Debt (other than any Refinancing Permitted Subordinated Debt), the Senior Debt to Operating Cash Flow Ratio (B) measured on such date after giving effect to the Final Paymentissuance of such Permitted Subordinated Debt and the receipt of the Net Proceeds thereof), (C) an amount is greater than or equal to fifty percent (50%) 2.0x, then within four Eurodollar Business Days after the date on which the Borrower shall issue such Permitted Subordinated Debt, the Borrower shall prepay an outstanding principal amount of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.Loan A Advances equal to

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred or issued by any Group Member after the Closing Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans are accelerated following as set forth in Section 4.2(d). (1) If on any date any Group Member shall receive Net Cash Proceeds in excess of $5,000,000 in any fiscal year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the occurrence prepayment of an Event of Defaultthe Term Loans as set forth in Section 4.2(d); provided that, Borrower shall immediately pay to Lendersnotwithstanding the foregoing, payable to on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 4.2(d). (2) Notwithstanding the foregoing, to the extent that (and for so long as) any of this Agreement)or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, (Ba “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the Final Paymentjurisdiction of organization of the Borrower, (C) an the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to fifty percent the amount of such reduction. (50%c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesexcess, if any, and interest of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the Default Rate with respect to any past due amounts. Notwithstanding option of the foregoingBorrower, on or prior such Excess Cash Flow Application Date, toward the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay prepayment of the Term Loans as set forth in Section 4.2(d). Each such prepayment shall be made on a result date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 7.1(a) for the fiscal year of the PTC124 DiscontinuationBorrower with respect to which such prepayment is made are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied to the prepayment of the Term Loans in accordance with Section 4.8 and first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under this Section 4.2 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 event that after manner specified by the Effective Date Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower receives a lump sum cash payment(spursuant to clause (b) or (which payment(sc) are recognized by Borrower as revenue or equityof this Section 4.2, or any combination thereof, to decline all (but not indebtednessa portion) of at least $25,000,000 its share of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the aggregateBorrower; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 4.2(a) above to the extent that such prepayment is made with the Net Cash Proceeds of any Permitted Refinancing 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 share 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 share of the total amount of such mandatory prepayment of Term Loans.

Mandatory Prepayments. (ia) If the Term Loans are accelerated Not later than one Business Day following the occurrence receipt of any Net Cash Proceeds of any Asset Sale (other than any Asset Sales permitted pursuant to Section 6.5) after the Closing Date, the Debtor shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding PTSC Debt. (b) Upon any Debt Issuance by the Debtor or any of is subsidiaries after the Closing Date that is permitted pursuant to Section 6.1(j), the Debtor shall prepay outstanding PTSC Debt in an Event aggregate principal amount equal to 100% of Defaultthe Net Cash Proceeds of such Debt Issuance. (c) Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event, Borrower the Debtor shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding PTSC Debt; provided, however, that such proceeds shall not be required to be so applied on such date to the sum of: (A) all outstanding principal extent that the Net Cash Proceeds from such Casualty Event are used for restoration of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsapplicable property. (d) The Debtor shall deliver to AIC at the time of each prepayment required under this Section 2.6, (i) a certificate signed by a Financial Officer of the Debtor setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) In to the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”)extent practicable, Borrower will give prompt at least three days' prior written notice to Collateral Agent, and the Lenders of such prepayment. Each notice of prepayment shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through specify the prepayment date (accrued at and the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an principal amount equal to fifty percent (50%) of the Prepayment Fee, plus PTSC Debt (Dor portion thereof) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsbe prepaid. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result All prepayments of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue PTSC Debt under this Section 2.6 shall be without premium or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatepenalty.

Mandatory Prepayments. (ia) If Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued and sold in an IPO, then on the date of such issuance and sale, the Term Loans shall be prepaid on a pro rata basis (and after the Term Loans are accelerated following prepaid the occurrence outstanding Revolving Extensions of Credit shall be prepaid or cash collateralized and the Revolving Credit Commitments shall be permanently reduced, in each case, on a pro rata basis) by an amount equal to 50% of the aggregate cash proceeds of such issuance and sale, net of underwriting discounts and offering costs paid by the issuer, except for any cash proceeds received as a result of the exercise of an Event over-allotment option by the underwriters. The provisions of Defaultthis Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement. (b) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the US Borrower shall immediately pay to Lenders, payable to each Lender or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2), then no later than the first Business Day following the date of such issuance or incurrence, the Term Loans shall be prepaid on a pro rata basis (and after the Term Loans are prepaid the outstanding Revolving Extensions of Credit shall be prepaid or cash collateralized and the Revolving Credit Commitments shall be permanently reduced, in each case, on a pro rata basis) by an amount equal to 100% of the amount of the Net Cash Proceeds of such issuance or incurrence. The provisions of this Section do not constitute a consent to the incurrence of any indebtedness by the Borrower or any of its respective Pro Rata ShareSubsidiaries not permitted by Section 7.2. (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then unless a Reinvestment Notice shall be delivered in respect thereof, the Term Loans shall be prepaid promptly, and in any event not later than seven days, after the date of receipt by the US Borrower or such Subsidiary of such Net Cash Proceeds, on a pro rata basis (and after the Term Loans are prepaid the outstanding Revolving Extensions of Credit shall be prepaid or cash collateralized and the Revolving Credit Commitments shall be permanently reduced, in each case, on a pro rata basis) by an amount equal to the sum of: (A) all outstanding principal amount of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined be prepaid by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (Ad) all outstanding principal Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the US Borrower commencing with the fiscal year ending December 31, 2007, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans plus accrued interest thereon through shall be prepaid on a pro rata basis (and after the prepayment date (accrued at Term Loans are prepaid the applicable interest rate as set forth outstanding Revolving Extensions of Credit shall be prepaid or cash collateralized and the Revolving Credit Commitments shall be permanently reduced, in Section 2.3 of this Agreement)each case, (Bon a pro rata basis) the Final Payment, (C) by an amount equal to fifty percent the ECF Percentage of such Excess Cash Flow. Each such prepayment shall be made on a date (50%an “Excess Cash Flow Application Date”) no later than ten days after the earlier of (i) the date on which the financial statements of the Prepayment FeeUS Borrower referred to in Section 6.1 (a), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) If at any past due amounts. Notwithstanding the foregoingtime, the PTC124 Discontinuation shall not be deemed aggregate amount of outstanding Canadian Revolving Credit Loans and Canadian L/C Obligations (converted to have occurred (and Dollars at the Lenders shall not have Exchange Rate) exceeds the right to require Borrower to repay the Term Loans as a result then amount of the PTC124 DiscontinuationCanadian Revolving Credit Commitment, then the Canadian Borrower will repay such excess forthwith without notice or demand. If at any time, the aggregate outstanding amount of US Revolving Credit Loans, Swing Line Loans and US L/C Obligations plus Canadian Revolving Credit Loans and Canadian L/C Obligations (converted to Dollars at the Exchange Rate) exceeds the then amount of the Total US Revolving Credit Commitments, then without notice or demand the US Borrower and Canadian Borrower will prepay their respective outstanding amounts in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatean amount sufficient to eliminate such excess.

Mandatory Prepayments. (ia) If at any time the Term outstanding principal amount of the Mortgage Loan is prepaid in full and the obligation of the Mortgagee to advance Mortgage Loans are accelerated following thereunder shall terminate, whether voluntarily or involuntarily or as the occurrence result of an Event acceleration of Defaultthe maturity date thereof, all proceeds from any repayment or refinance thereof in excess of the amounts due and payable under the Mortgage Loan Documents shall be paid to Agent for the account of the Banks as a prepayment of the Loans; provided that Borrower shall immediately pay not permit Property Owner to Lenders, payable to each Lender refinance the Mortgage Loans unless the holder of such new loan shall enter into an intercreditor agreement with Agent and the Banks in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal form of the Term Loans plus accrued interest thereon through intercreditor agreement entered into of even date herewith between Agent and BKB as agent for the prepayment date, (B) Mortgagee. For the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if anypurposes hereof, and interest at without limiting the Default Rate with respect generality of the foregoing, the Mortgage Loan shall be deemed to any past due amountshave been prepaid in the event that a Mortgage or the Mortgages are assigned by the holder thereof to a new holder for the purpose of facilitating a refinance of the indebtedness secured thereby. (iib) In the event that the Borrower permanently discontinues Borrower’s pursuit shall prepay in whole or in part the outstanding amount of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, Mortgage Loans and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal obligation of the Term Mortgagee to advance Mortgage Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders thereunder shall not have terminated, then the right Borrower shall pay to require Borrower to repay the Term Agent for the account of the Banks as a prepayment of the Loans an amount such that the principal amount of the Loans shall be reduced in the same proportion as the Mortgage Loans are reduced as a result of the PTC124 Discontinuationcorresponding prepayment thereof. By way of example, if ten percent (10%) of the outstanding principal balance of the Mortgage Loans is prepaid, then the Borrower shall prepay the Loans in an amount equal to ten percent (10%) of the outstanding principal balance thereof. The provisions of this Section 3.2(b) shall not apply to a prepayment in full of the Mortgage Loan and the termination of the Mortgage Loan Documents, which prepayment shall be governed by Section 3.2(a). (c) Except with the prior written approval of the Majority Banks, which approval may be withheld in the sole and absolute discretion of the Majority Banks, if at any time the outstanding principal amount of the Mezzanine Mortgage Loan is prepaid in full, whether voluntarily, involuntarily or as the result of an acceleration of the maturity date thereof, all of the outstanding Obligations together with any and all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. For the purposes hereof, and without limiting the generality of the foregoing, the Mezzanine Mortgage Loan shall be deemed to have been prepaid in the event that after (i) a Nomura Mortgage or the Effective Date Borrower receives Nomura Mortgages are assigned by the holder thereof to a lump sum cash payment(snew holder for the purpose of facilitating a refinance of the indebtedness secured thereby or (ii) WASH defeases the Mezzanine Mortgage Loan as permitted by Section 2.3.3 of the Mezzanine Mortgage Loan Agreement. (which payment(sd) are recognized If at any time there shall occur, whether voluntarily, involuntarily or by Borrower as revenue operation of law, a sale, transfer, assignment, conveyance, option or equityother disposition of, or any combination thereofmortgage, but not indebtednesshypothecation, encumbrance, financing or refinancing of (i) any assets or properties of at least $25,000,000 WASH, except for the Mezzanine Mortgage Loan and releases of the Mezzanine Property in accordance with the terms of this Agreement, and except as provided in Section 7.21(a) with respect to the replacement of fixtures, equipment, machinery and other personal property by WASH in connection with the operation of the Mezzanine Property in the aggregateordinary course of business, (ii) any assets or properties of the Property Owner, except for the Mortgage Loan and releases of the Mortgaged Property in accordance with the terms of this Agreement, and except as provided in Section 7.21(a) with respect to the replacement of fixtures, equipment, machinery and other personal property by the Property Owner in connection with the operation of the Mortgaged Property in the ordinary course of business, (iii) any of the Collateral or the Mezzanine Collateral except as provided in this Agreement, (iv) any other assets or properties of WASH Manager or Xxxxx Avenue Holdings, (v) any direct or indirect interest of Borrower in the Property Owner or either Property Owner, WASH Manager or Xxxxx Avenue Holdings in WASH, (vi) any direct or indirect interest of Xxxxx Avenue Holdings in WASH Manager, or (vii) any direct or indirect interest of Property Owner in Xxxxx Avenue Holdings, all of the Obligations outstanding on such date, together with any and all accrued but unpaid interest thereon and prepayment fees, shall become absolutely due and payable.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the Term Borrower or any of its Restricted Subsidiaries (excluding any Indebtedness permitted by Section 7.2 (other than First Lien Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment of the Loans are accelerated following as set forth in Section 2.6(d). (b) If on any date the occurrence Borrower or any of an Event its Restricted Subsidiaries shall have received Net Cash Proceeds of Defaultat least $5,500,000 in the aggregate from any Asset Sales or Recovery Events then, Borrower unless a Reinvestment Notice shall immediately pay to Lendersbe delivered in respect thereof, payable to such Net Cash Proceeds shall be applied within one Business Day of such date toward the prepayment of the Loans as set forth in Section 2.6(d); provided, that notwithstanding the foregoing, on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.6(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay an aggregate amount of Loans in an amount equal to (A) all outstanding principal the ECF Percentage of Excess Cash Flow for the Term Loans plus accrued interest thereon through fiscal year covered by the financial statements for such fiscal year (such prepayment dateto be applied as set forth in Section 2.6(d) below), minus (B) solely to the Final Paymentextent not funded with the proceeds of Indebtedness, (Cw) the Prepayment Fee, plus aggregate amount of all optional prepayments of the Loans pursuant to Section 2.5 or Section 2.19 made during such fiscal year (D) all other sums, provided that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsprepayment pursuant to Section 2.19, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) to the extent not otherwise deducted previously pursuant to this clause, (x) the aggregate amount of all optional prepayments of the First Lien Term Loans pursuant to Section 2.10 of the First Lien Credit Agreement (as in effect on the date hereof) or Section 2.26 of the First Lien Credit Agreement (as in effect on the date hereof) made during such fiscal year (provided that with respect to any prepayment pursuant to Section 2.26 of the First Lien Credit Agreement, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) to the extent not otherwise deducted previously pursuant to this clause, (y) with respect to the Excess Cash Flow Period ending on December 31, 2012, the aggregate amount of all optional repayments of First Lien Revolving Loans (not to exceed the amount of First Lien Revolving Loans drawn as of the Closing Date, and only to the extent not reborrowed prior to the end of such Excess Cash Flow Period) pursuant to Section 2.10 of the First Lien Credit Agreement (as in effect on the date hereof) made during such fiscal year to the extent not otherwise deducted previously pursuant to this clause (provided that in no event shall the deduction pursuant to this clause (y) exceed the lesser of (i) $12,000,000 and (ii) an amount equal to 25% of Excess Cash Flow calculated without giving effect to this clause (y)) and (z) with respect to the Excess Cash Flow Period ending on December 31, 2013 and each Excess Cash Flow Period ending thereafter, the aggregate amount of all optional repayments of First Lien Revolving Loans pursuant to Section 2.10 of the First Lien Credit Agreement (as in effect on the date hereof) made during such fiscal year that are accompanied by an equivalent permanent reduction in the First Lien Revolving Commitments to the extent not otherwise deducted previously pursuant to this clause. 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 delivered to the Lenders and (ii) the date such financial statements are actually delivered. (iid) In The application of any prepayment pursuant to Section 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the event Loans under Section 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any other provisions of Section 2.6, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower permanently discontinues Borrower’s pursuit or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of active development any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of Ataluren (also known as PTC124®the point in time when such earnings would otherwise be taxed) for all therapeutic indications (as determined with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Loans at the times provided in this Section 2.6 but may be retained by the Lenders applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in their reasonable discretiongood faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the “PTC124 Discontinuation”prepayment of the Loans pursuant to Section 2.6 (provided that no such prepayment of the Loans pursuant to Section 2.6 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, applies an amount equal to the sum of: amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesor, if anyless, and interest at the Default Rate Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (f) Notwithstanding anything to the contrary contained in this Section 2.6, if any Lender shall notify the Administrative Agent (i) on the date of such prepayment, with respect to any past due amounts. prepayment under Section 2.6(a) or (b) or (ii) at least one Business Day prior to the date of a prepayment under Section 2.6(c) that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) may be retained by the Borrower. (g) Notwithstanding anything to the foregoing, contrary contained in this Section 2.6 any prepayments required by this Section 2.6 shall be reduced on a dollar-for-dollar basis by any mandatory prepayments of the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the First Lien Term Loans as a result made by the Borrower under Section 2.11 of the PTC124 Discontinuation) First Lien Credit Agreement (as in effect on the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatedate hereof).

Mandatory Prepayments. (a) Upon receipt of Net Sale Proceeds that are Excess Sale Proceeds, Borrower will immediately apply such Excess Sale Proceeds (i) If first, prepay a principal amount of the outstanding Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: Excess Sale Proceeds and (Aii) all outstanding next, to the extent such Excess Sale Proceeds exceed the principal amount of the Term Loans, repay the Revolver Loans. (b) If at any time any Restricted Person shall incur any Additional Indebtedness, Borrower will (i) first, prepay a principal amount of the outstanding Term Loans plus accrued interest thereon through equal to the prepayment datenet cash proceeds (net of underwriters', (B) purchasers' or arrangers' discounts, commissions and fees, legal, accountancy, registration, or printing fees and expenses and other fees and expenses incurred in connection with such offering to be paid or reimbursed by the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due issuer and payable, including Lenders’ Expensesnet of any taxes, if any, paid or payable as a result thereof) of such Additional Indebtedness and interest at (ii) next, to the Default Rate with respect extent such net cash proceeds exceed the principal amount of the Term Loans, repay the Revolver Loans. The foregoing shall not be construed to any past due amountspermit the incurrence of Indebtedness not otherwise permitted by Section 7.1. (iic) In To the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications extent that any Restricted Person receives from time to time during the period after the Closing Date and on or before October 1, 2004 net cash proceeds (as determined by defined below) of any Equity Contribution (other than contributions to a Subsidiary of Borrower from Borrower or from another Subsidiary of Borrower), but only to the Lenders in their reasonable discretion) (extent that the “PTC124 Discontinuation”)aggregate amount of such net cash proceeds received during such period does not exceed $200,000,000, Borrower will give prompt written notice to Collateral Agent, and repay a principal amount of the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term outstanding Revolver Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal (up to the sum of: (Aoutstanding balance thereof) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of such net cash proceeds. Such repayment pursuant to the Prepayment Feepreceding sentence shall not reduce the amount of the Revolver Commitments, plus and amounts so repaid may be reborrowed, subject to the terms and conditions of this Agreement. To the extent that any Restricted Person receives net cash proceeds of any Equity Contribution (Dother than contributions to a Subsidiary of Borrower from Borrower or another Subsidiary of Borrower) all (x) during the period after the Closing Date and on or before October 1, 2004 in excess of an aggregate amount of net cash proceeds received during such period of $200,000,000 or (y) at any time after October 1, 2004 (without regard to the amount of such net cash proceeds), Borrower will (i) first, prepay a principal amount of the outstanding Term Loans (up to the outstanding balance thereof) in an amount equal to fifty percent (50%) of such net cash proceeds and (ii) next, to the extent that such fifty percent (50%) of net cash proceeds exceeds the outstanding principal amount of the Term Loans, repay the principal 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] amount of the Revolver Loans. As used in this Section 2.6(c), the term "net cash proceeds" shall mean the cash proceeds of an Equity Contribution net of underwriters', purchasers' or arrangers' discounts, commissions and fees, legal, accountancy, registration, or printing fees and expenses and other sums, that shall have become due fees and payable, including Lenders’ Expensesexpenses incurred in connection with an offering of Equity to be paid or reimbursed by the issuer and net of any taxes, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans paid or payable as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (i) If On the Term Loans are accelerated next occurring Payment Date following the occurrence date on which Lender actually receives any Proceeds in accordance with Section 6.2.3 of an Event the Mortgage Loan Agreement, (a) such Proceeds shall be applied to prepay the Principal Amount to the extent of Defaultthe Release Price for the affected Individual Property in accordance with the terms hereof, and such amount prepaid by Borrower shall immediately result in a corresponding reduction of the Release Price and the Combined Release Price of the affected Individual Property, (b) Borrower shall pay to LendersLender all Applicable Interest, payable and (c) Borrower shall pay (without duplication) all reasonable costs and expenses of Lender incurred in connection with such prepayment (including without limitation, any reasonable attorneys’ fees and expenses). Notwithstanding anything to the contrary contained herein, if the Proceeds applied by each Senior Lender and Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal Section 6.2.3 of the Term Loans plus accrued interest thereon through Mortgage Loan Agreement (together with any other prepayment or defeasance permitted under this Agreement and any Senior Loan Agreement) equal or exceed the prepayment dateCombined Release Price for the applicable Individual Property, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, then Lender hereby agrees that Borrower shall have become due and payable, including Lenders’ Expenses, if anybe entitled to cause Mortgage Borrower to obtain a Property Release for such Individual Property consistent with, and interest at subject to, the Default Rate with respect to any past due amounts. (ii) In terms of Section 6.2.3 of the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral AgentMortgage Loan Agreement, and neither the Lenders shall have release of such Individual Property from the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal Lien of the Term Loans plus accrued interest thereon through applicable Security Instrument and related Loan Documents and Mortgage Loan Documents, the prepayment date (accrued at Transfer of such Individual Property or the applicable interest rate as set forth in amendment of the Master Lease pursuant to Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%3.2.6(a)(xiv) of the Prepayment Fee, plus (D) all other sums, that Master Lease shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and an Event of Default hereunder or under the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateother Loan Documents.

Mandatory Prepayments. (ia) If Unless the Term Loans are accelerated following the occurrence of an Event of DefaultRequired Prepayment Lenders shall otherwise agree, Borrower shall immediately pay to Lenders, payable to each Lender if any Indebtedness (excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), shall be incurred by the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary, an amount equal to the sum of: (A) all outstanding principal 100% of the Term Loans plus accrued interest thereon through Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment date, (B) of the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsLoans as set forth in Section 2.12(e). (iib) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined If any Refinancing Notes or any Specified Refinancing Term Loans shall be incurred by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal 100% of the Term Loans plus accrued interest thereon through Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Loans being refinanced thereby. (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date (accrued at the applicable interest rate 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 Loans as set forth in Section 2.3 2.12(e); provided that notwithstanding the foregoing, (i) the Borrower shall not be required to prepay the Loans pursuant to this paragraph (c) 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 Loans as a result of this Agreementprovision is herein referred to as “Excess Sale Proceeds”), (Bii) during any fiscal year, the Final PaymentBorrower shall not be permitted to deliver a Reinvestment Notice in respect of such Net Cash Proceeds to the extent that after giving effect to such Asset Sale or Recovery Event, such Net Cash Proceeds, together with all other Net Cash Proceeds of all such Asset Sales and Recovery Events received in such fiscal year, would exceed 5% of Consolidated Total Assets, (Ciii) on each Reinvestment Prepayment Date, the Loans shall be prepaid as set forth in Section 2.12(e) by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event and (iv) on the date (the “Trigger Date”) that is one year after any past due amountssuch Reinvestment Prepayment Date, the Loans shall be prepaid as set forth in Section 2.12(e) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (d) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 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, New Term Loans or Specified Refinancing Term Loans during such fiscal year (in each case, other than a) any such prepayment constituting a Discounted Voluntary Prepayment, or b) to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness (including the Senior Unsecured Notes) or any Equity Issuance, toward the prepayment of the Loans as set forth in Section 2.12(e)). 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(d) shall be limited to the PTC124 Discontinuation 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. (e) Amounts to be deemed applied in connection with the prepayment of Term Loans pursuant to have occurred (and Section 2.12 shall be applied to the Lenders shall not have the right to require Borrower to repay prepayment of the Term Loans as a result in accordance with Section 2.18(b) until paid in full. The application of any prepayment to the Term Loans pursuant to Section 2.12 shall be made, first, to Base Rate Loans and, second, to LIBO Rate Loans. Each prepayment of the PTC124 DiscontinuationLoans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Notwithstanding anything to the contrary in Section 2.12(e) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12(a), (c) or (d) above (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 (e) 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 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 event 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 Effective 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 Borrower receives a lump sum cash payment(sshall 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) (which payment(s) are recognized by Borrower prepayment as revenue or equitydescribed above; provided that, or following such offer and application, any combination thereof, but not indebtedness) of at least $25,000,000 in amount remaining unapplied shall be returned to the aggregateBorrower.

Mandatory Prepayments. (a) Upon receipt by any Group Member of Net Cash Proceeds arising (i) If from an Asset Sale, Property Loss Event or Debt Issuance, the Borrower shall immediately prepay the Loans and, if applicable, permanently reduce Revolving Credit Commitments in an amount equal to 100% of such Net Cash Proceeds and (ii) from any Purchase Price Adjustment Credit Agreement FA Sub 3 Limited payable to any Group Member, the Borrower shall immediately prepay the Loans in an amount equal to 100% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance with clause (c) below; provided, however, that, in the case of any Net Cash Proceeds arising from a Reinvestment Event, the Borrower shall (i) immediately upon receipt of such Net Cash Proceeds, at the Borrower's option, deposit an amount equal to 100% of such Net Cash Proceeds in a Cash Collateral Account or prepay the Loans, which prepayment shall be applied as provided in clause (c) below, in an amount equal to 100% of such Net Cash Proceeds and (ii) on each date the Revolving Credit Commitments shall be reduced pursuant to clause (c) below because of the receipt of such Net Cash Proceeds, prepay the Loans in an amount equal to such reduction in the Revolving Credit Commitments. (b) The Borrower shall prepay the Loans within 5 days after the earlier of (i) the date on which Financial Statements delivered pursuant to Section 6.1(b) (Financial Statements) are delivered and (ii) the date on which such Financial Statements are required to be delivered, in an amount equal to the lesser of (A) 50% of Excess Cash Flow for the Fiscal Year included in such Financial Statements (or, in the case of the first Fiscal Year after the Closing Date, for the period commencing on the Closing Date and ending on the last day of such Fiscal Year) and (B) the amount required for the Leverage Ratio to equal 3.5 to 1.00 after giving effect to such prepayment (based on such Financial Statements); provided, however, that such percentage shall be reduced to 0% if the Leverage Ratio for such Fiscal Year is less than or equal to 3.5 to 1.00 as of the last day of such Fiscal Year (based on such Financial Statements). Any such mandatory prepayment shall be applied in accordance with clause (c) below. (c) Subject to the provisions of Section 2.12(g) (Payments and Computations), any prepayments made by the Borrower required to be applied in accordance with this clause (c) shall be applied as follows: first, to repay the outstanding principal balance of the Term Loans, until such Term Loans are accelerated following shall have been prepaid in full; and second, to repay the outstanding principal balance of the Revolving Loans and permanently reduce the Revolving Credit Commitments until such Revolving Loans shall have been paid in full and such Revolving Credit Commitments have been reduced to zero; provided, however, that (A) upon a Reinvestment Event, the prepayments required under clauses first and second above shall be reduced by the Reinvestment Deferred Amount in respect of such Reinvestment Event and (B) upon the earlier of (1) the occurrence of an Event of DefaultDefault and (2) the Reinvestment Prepayment Date, Borrower the remaining balance of such Reinvestment Deferred Amount shall immediately pay to Lenders, payable to each Lender be applied in accordance with its respective Pro Rata Shareclauses first and second above. All repayments of the Term Loans made pursuant to this clause (c) shall be applied to the remaining installments of such outstanding principal amounts of the Term Loans in the inverse order of their maturities. All repayments of Revolving Loans required to be made pursuant to this clause (c) shall result in a permanent reduction of the Revolving Credit Commitments. (d) If, at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, the Borrower shall forthwith prepay the Revolving Loans then outstanding in an amount equal to such excess. (e) Subject to the provisions of Section 7.9 (Application of Proceeds), in the event that the Warrant Purchase Funds have not been released from the Warrant Account in accordance with the terms of the Warrant Account Control Agreement on or prior to the date that is one hundred eighty (180) days after the Closing Date (or, if such day is not a Business Day, on Credit Agreement FA Sub 3 Limited the next succeeding Business Day) (or such later date as the Required Lenders may agree), the Borrower shall prepay the Term Loans in an amount equal to the sum of: (A) all outstanding principal of the Term Loans Warrant Purchase Funds plus any accrued interest thereon through the thereon. Any such mandatory prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender be applied in accordance with its respective Pro Rata Share, an amount equal to the sum of: clause (Ac) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateabove.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Company or any of its Restricted Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.02), then not later than the next Business Day following such incurrence, the Term Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) If on any date following the Closing Date the Company or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless the Company intends to acquire or repair assets useful in the business of, or otherwise reinvest in, the Company and its Restricted Subsidiaries with all or any portion of the relevant Net Cash Proceeds, not later than the fifth Business Day following the receipt by the Company or such Subsidiary of such Net Cash Proceeds, the Term Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) If any such prepayment shall only be required with the Term aggregate amount of Net Cash Proceeds from any Asset Sale or Recovery Event received in any fiscal year of the Company in excess of $20,000,000, (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date the Loans are accelerated following shall be prepaid by an amount equal to the occurrence Reinvestment Prepayment Amount (or, in the case of an Event a Reinvestment Prepayment Date described in clause (b) of Default, Borrower shall immediately pay the definition thereof with respect to Lenders, payable to each Lender in accordance with its respective Pro Rata Shareonly a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the sum relevant Reinvestment Event and (iii) the aggregate amount of Net Cash Proceeds that the Company may apply to the acquisition or repair of assets useful in the business of: (A) all outstanding principal , or otherwise reinvest in, the Company and its Restricted Subsidiaries, in lieu of prepaying the Term Loans plus accrued interest thereon through following the prepayment dateClosing Date shall not exceed $150,000,000 (excluding amounts specified in the preceding clause (i)), provided however that Net Cash Proceeds from a Specified Disposition shall not be subject to any reinvestment rights and shall instead be applied in its entirety to prepay the Term Loans. (Bc) Not later than five Business Days following a Specified Distribution, the Company shall prepay in full all outstanding Term Loans. (d) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to (x) the Final PaymentECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans (including Incremental Term Loans) under Section 2.11, Credit Agreement Refinancing Debt that is secured on a pari passu basis with the Obligations and Revolving Credit Loans (Cto the extent accompanied by a permanent commitment reduction), in each case during such fiscal year or following such fiscal year and prior to such Excess Cash Flow Application Date to the extent not previously deducted pursuant to this clause (y) in any prior period, but only to the Prepayment Feeextent that such prepayments are not made with the proceeds of long-term Indebtedness (other than revolving Indebtedness). 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 the date on which the financial statements of the Company referred to in‎ Section 6.01(a), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amountswhich such prepayment is made, (i) are required to be delivered to the Lenders and (ii) are actually delivered. (iie) In the event of any termination of all the Revolving Credit Commitments, each Borrower permanently discontinues Borrower’s pursuit shall, on the date of active development such termination, repay or prepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and each Issuing Lender with respect to) all outstanding Letters of Ataluren Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the sum of (also known as PTC124®i) the aggregate Committed Credit Exposure of all the Revolving Credit Lenders plus (ii) the outstanding aggregate principal amount or Assigned Dollar Value of all Competitive Loans made by all the Revolving Credit Lenders plus (iii) the L/C Obligations then outstanding shall at any time exceed the Total Revolving Credit Commitment, then (A) on the last day of any Interest Period for all therapeutic indications any Eurocurrency Standby Borrowing and (as determined by B) on any other date in the Lenders in their reasonable discretion) (event any Base Rate Borrowing shall be outstanding, the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders Borrowers shall have the right, upon written notice to Borrower, to require Borrower to repay the Term prepay Standby Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the lesser of (x) the amount necessary to eliminate such excess and (y) the amount of the applicable Borrowings referred to in subclauses (i) and (ii) above and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount sufficient to eliminate such excess; provided, that in the case of any mandatory reduction of the Total Revolving Credit Commitments pursuant to Section 2.10(e), such prepayments of Revolving Credit Loans and replacement or cancellation of (or such making of other arrangements with respect to) Letters of Credit shall be completed simultaneous with the effectiveness of such mandatory reduction of the Revolving Credit Commitments. If, on any date, the sum of: of (A1) the aggregate Committed Credit Exposure of all the Revolving Credit Lenders and (2) the outstanding aggregate principal amount or Assigned Dollar Value of all Competitive Loans made by all the Revolving Credit Lenders shall exceed 105% of the Total Revolving Credit Commitments (less the L/C Commitment), then the Borrowers shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Standby Borrowings in an aggregate principal amount sufficient to eliminate such excess. On the date of any termination or reduction of the Revolving Credit Commitments pursuant to this clause (d), the Borrowers shall pay or prepay so much of the Standby Borrowings as shall be necessary in order that the Revolving Extensions of Credit will not exceed the Total Revolving Credit Commitments after giving effect to such termination or reduction. (f) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (d) above), to the extent that the Company has determined that (i) any of or all the Net Cash Proceeds of any Asset Sale (other than a Specified Disposition) or Recovery Event by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries (or branches of Foreign Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the Company (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.12 but may be retained by the applicable Foreign Subsidiary or branch (the Company hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law, risking the liability described in clause (ii) above, or incurring material adverse Tax consequences); provided, that for a period of 180 days from receipt of such Net Cash Proceeds, if such repatriation, and once such repatriation of any of such affected Net Cash Proceeds becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be immediately affected and such distributed Net Cash Proceeds will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of loans pursuant to this Section 2.12. For the avoidance of doubt, but without limiting the Company’s obligations under this Section 2.12, in no circumstance shall this Section 2.12 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Company any portion of any Net Cash Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary. (g) All prepayments made pursuant to this Section 2.12 shall be subject to Section 2.21, but shall otherwise be without premium or penalty, and shall be accompanied by accrued interest on the principal amount to be repaid to but excluding the date of payment. (h) Each prepayment of Term Loans pursuant to this Section 2.12 shall be applied to the remaining scheduled installments of the Term Loans plus accrued interest thereon through as directed by the Company and in the absence of such direction, to the remaining scheduled installments of the Term Loans in direct order of maturity. (i) The Company 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. 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. (j) With respect to any mandatory prepayments of the Term Loans under this Section 2.12 (other than Section 2.12(a), 2.12(b) (only with respect to a Specified Disposition) and 2.12(c)), each Term Loan Lender may reject all or a portion of its Term Loan Percentage, or other applicable share provided for under this Agreement, of such mandatory prepayment of Term Loans (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m., New York time, two Business Days after the date (accrued at of such Lender’s receipt of notice from the applicable interest rate as set forth in Section 2.3 Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Loan Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Subject to the terms of this Agreement), (B) any Declined Proceeds remaining shall be retained by the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateCompany.

Mandatory Prepayments. (i) If The Borrowers shall, within three Business Days of the Term Loans are accelerated following date of receipt of the occurrence Net Cash Proceeds by Weyerhaeuser or any of an Event its Domestic Subsidiaries from the sale, lease, transfer or other disposition of Defaultany assets of Weyerhaeuser or any of its Subsidiaries (other than any Excluded Sales), Borrower shall immediately pay to Lenders, payable to each Lender prepay any amounts outstanding under the Senior Bank Financing in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal lesser of the Term Loans plus accrued interest thereon through amount of such Net Cash Proceeds and the amount so outstanding (including the amounts required to be cash collateralized pursuant to Section 2.04(i) of the Five-Year Revolving Credit Facility Agreement). Each such prepayment dateshall be applied first to any amounts outstanding or to be cash collateralized pursuant to the Five-Year Revolving Credit Facility Agreement in accordance with the terms and conditions set forth therein, and second to any principal amounts outstanding pursuant to this Agreement in accordance with the terms and conditions for prepayment set forth herein; provided that neither Borrower shall be required to make any prepayments pursuant to this Section 2.10(b)(i) if Weyerhaeuser or any of its Subsidiaries shall apply any of the Net Cash Proceeds it received from the sale, lease, transfer or other disposition of its assets for reinvestment in its business within 180 days after receipt thereof by Weyerhaeuser or any of its Subsidiaries (B) any such Net Cash Proceeds so reinvested, the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, “Reinvestment Proceeds”); provided further that Weyerhaeuser shall have become due and payable, including Lenders’ Expenses, if any, and interest at notified the Default Rate with respect Administrative Agent of its intent to any past due amountsso reinvest such Net Cash Proceeds. (ii) In On the event Borrower permanently discontinues Borrower’s pursuit date of active development any termination or reduction of Ataluren the Commitments pursuant to Section 2.09, the Borrowers shall pay or prepay so much of their respective Borrowings as shall be necessary in order that the aggregate principal amount of Loans outstanding not exceed the Total Commitment, after giving effect to such termination or reduction. (also known as PTC124®iii) for all therapeutic indications The amount remaining (as determined if any) after the prepayment in full of the Loans may be retained by the Lenders Borrowers to the extent not required to be applied in their reasonable discretionaccordance with clause (i) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agentabove, and the Lenders Commitments shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender be permanently reduced in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement2.09(c), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (ia) If Immediately upon receipt by any Credit Party of any cash proceeds of any asset disposition, the Term Borrowers shall prepay the Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: all such proceeds, net of (A) all outstanding principal of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Term Loans plus accrued interest thereon through the prepayment dateBorrowers in connection therewith (in each case, paid to non-Affiliates), (B) the Final Paymenttransfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesextent such Liens constitute Permitted Encumbrances hereunder), if any, and interest at the Default Rate with respect to any past due amounts. (iiD) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) an appropriate reserve for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender income taxes in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth GAAP in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsconnection therewith. Notwithstanding the foregoing, if the PTC124 Discontinuation Credit Parties notify the Administrative Agent of their intent to reinvest such proceeds in replacement fixed assets, the Credit Parties shall only be obligated to make prepayments to the extent that such proceeds are not so reinvested. The following shall not be deemed subject to have occurred mandatory prepayment under this paragraph: (1) proceeds of sales of Inventory in the ordinary course of business and (2) the proceeds of any asset disposition or series of asset dispositions otherwise permitted under Section 6.08 not in excess of $500,000. (b) If Holdings or any Borrower issues Stock or any debt security in a public offering or in a private placement underwritten, placed or initially purchased by an investment bank, no later than the Business Day following the date of receipt of the proceeds thereof, all Borrowers (in the case of an issuance by Holdings) or the issuing Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses (including legal fees) paid to non-Affiliates in connection therewith; provided, that no such prepayment shall be required with respect to an amount equal to such proceeds that (A) are received pursuant to any employee or stock option plan, (B) are received in connection with any refinancing of Indebtedness or (C) are required to prepay loans and other extensions of credit under the First Lien Facilities. (c) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) 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 Lenders 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 shall not have the right be subject to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereofSection 2.15, but not indebtedness) otherwise shall 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 at least $25,000,000 in the aggregatepayment.

Mandatory Prepayments. (ia) If Unless the Term Loans are accelerated following Bank otherwise agrees, if any of the occurrence assets, business or undertaking of an Event any Transaction Party is the subject of Default, any Disposal (other than a Permitted Disposal) the Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, must apply or ensure is applied an amount equal to the sum of: cash or equivalent proceeds received by the Transaction Party from the Disposal net of reasonable transaction costs and Taxes in prepayment of Outstanding Accommodation or (A) all outstanding principal other than in respect of a disposal contemplated by clause 5.4(b)), at the Borrower’s election, in permanent reduction of the Term Loans plus accrued interest thereon through unused portion of one or more of the Facility Limits. (b) If the land and improvements known as 70 Xxxxxxx Xxxx, Xxxxxxxxxxxxx Xxxxxxxxxx and described in certificate of title 11485156 are sold: (i) unless the Bank otherwise agrees in writing, the Borrower must apply or ensure is applied an amount equal to 50% of the proceeds arising from that sale net of reasonable transaction costs and Taxes in prepayment date, (B) of the Final Payment, (C) Outstanding Accommodation and/or in permanent reduction of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at unused portion of the Default Rate with respect to any past due amounts.Facility Limit for the Bank Bxxx Discount Facility; and (ii) In subject to the event Borrower permanently discontinues Borrower’s pursuit prior written consent of active development of Ataluren the Bank (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”such consent not to be unreasonably withheld), Borrower will give prompt written notice a Transaction Party may make a Distribution or other payment to Collateral Agent, and Reading International Inc (or any subsidiary or affiliate of Reading International Inc that is outside of the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, Reading Entertainment Australia Group) of an amount equal to the sum of: (A) all outstanding principal 50% of the Term Loans plus accrued interest thereon through proceeds arising from that sale net of reasonable transaction costs and Taxes. (c) For the avoidance of doubt the requirements to prepay under clause 5.4(b): (i) are in addition to any requirement to reduce the Outstanding Accommodation as a consequence of the Facility Limit for the Bank Bxxx Discount Facility reducing on each Payment Date in accordance with schedule 4; and (ii) will to the extent of the prepayment date (accrued at permanently reduce the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) Facility Limit of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue relevant Facility or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateFacilities.

Mandatory Prepayments. (i) If i. Within 30 Business Days prior to the Term Loans are accelerated following consummation of any transaction which would cause a Change in Control, the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to notify (a "Change in Control Notice") the Administrative Agent and each Lender of such expected transaction, including as to such Change in accordance with Control Notice the expected closing date of such transaction. Within 15 Business Days of receipt of such Change in Control Notice by any Lender, such Lender may, at its respective Pro Rata Shareoption, an amount equal give notice to the sum of: (A) Administrative Agent and the Borrower that such Lender elects to terminate its Commitments hereunder. Unless an earlier date is otherwise agreed upon between the Borrower, the Administrative Agent and the terminating Lender, such Lender's Commitments shall terminate simultaneously with the closing of such transaction and the Borrower shall repay at such time all outstanding principal Obligations owing to such Lender, together with accrued interest thereon, any accrued fees with respect to such Lender's Revolving Credit Commitment, any costs, losses or expenses incurred by such Lender in connection with such prepayment payable by the Borrower pursuant to Section 3.4 and any other obligations of the Borrower to such Lender hereunder. ii. In addition to all payments of the Term Loans plus accrued interest thereon through required hereunder, the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that Borrower shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay prepay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: to: (A1) all outstanding principal 100% of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that Net Cash Proceeds after the Effective Date of any capital contribution to the Borrower receives (other than a lump sum cash payment(scapital contribution by the Principal) (which payment(s) are recognized by or issuance of any Capital Stock of the Borrower as revenue or equity, or any combination thereofof its Subsidiaries (excluding the issuance of any Capital Stock of any Subsidiaries to the Borrower or to a Wholly Owned Subsidiary); (2) 100% of the Net Cash Proceeds of the issuance of any Indebtedness for borrowed money, asset securitizations or similar obligations incurred at any time after the Effective Date, other than Indebtedness permitted by Section 6.11(i)-(vi) or (viii); (3) 100% of the Net Cash Proceeds from any Asset Sale in excess of $10,000,000 in aggregate amount in any fiscal year of the Borrower (excluding the Net Cash Proceeds from any Asset Sale permitted by Section 6.13(i), (iii), (iv), (v) or (vi) and other than such Net Cash Proceeds from the sale of fixed assets to the extent permitted by Section 6.13(ii) which are used within 360 days of the date received for the purposes allowed by Section 6.13(ii), and provided that if, but only if, any cash proceeds are received pursuant to any condemnation award or casualty insurance in connection with any loss or damage to any Property which are not indebtednessused to repair or replace such Property within 360 days, they shall be considered Net Cash Proceeds from an Asset Sale) which payments shall be due (subject to the terms of at least $25,000,000 the following sentence) 20 days after the end of each month for all such sales and other dispositions during such month. The Borrower shall provide a certificate to the Administrative Agent within 20 days after each sale of assets which, but for the above parenthetical as to Section 6.13(ii), would cause a prepayment under this Section 2.23.2(c), which certificate shall describe such sale of assets and estimate when such Net Cash Proceeds will be used to purchase assets of a comparable value, and if such Net Cash Proceeds are not used within 360 days after such sale or such earlier date when the Borrower has determined not to purchase assets of comparable value with such Net Cash Proceeds, the Borrower will then prepay the Loans with such Net Cash Proceeds; and (4) 75% of Excess Cash Flow for any fiscal year ending after December 31, 1999, in which the aggregate.ratio of Total Debt to EBITDA was 3.0 to 1.0

Mandatory Prepayments. (ia) [Reserved]. (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than Credit Agreement Refinancing Indebtedness)), 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 are accelerated following 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 shall be applied after such third Business Day toward the occurrence prepayment of an Event of Defaultthe Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, Borrower shall immediately pay to Lenders, payable to on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: 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). (Ad) all outstanding principal 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 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)) of the Term Loans plus accrued interest thereon through 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 date, shall be made on a date (Beach an “Excess Cash Flow Application Date”) occurring no later than the earliest of three Business Days after (i) the Final Paymentdate on which the financial statements of Holdings referred to in Section 6.1(a), (C) for the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate fiscal year with respect to any past due amountswhich 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 this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in(ratably to the Term A Loan and the Term B Loan) 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) (provided that any Term Lender may decline any such prepayment (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 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) In the event 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 permanently discontinues Borrower’s pursuit shall deliver to the Administrative Agent, at the time of active development each prepayment required under this Section 2.12, a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of Ataluren the amount of such prepayment or reduction. (also known as PTC124®g) No prepayment fee or other penalty or premium shall be payable in respect of 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 repatriation or distribution (or deemed repatriation or deemed distribution for all therapeutic indications tax purposes) to the Borrower of Net Cash Proceeds or Excess Cash Flow described in this Section 2.12 that are attributable to any Subsidiary would reasonably be expected to result in material adverse Tax consequences to any Group Member (as determined by the Lenders Borrower in their reasonable discretion) (the “PTC124 Discontinuation”good faith), Borrower will give prompt written notice 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 Collateral Agent, be so repatriated or distributed and the Lenders relevant amounts shall have the right, upon written notice not be required to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender be prepaid in accordance with its respective Pro Rata Sharethis Section 2.12. To the extent that the relevant adverse Tax consequences, an amount equal to the sum of: (A) all outstanding principal restrictions imposed by Requirements of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as 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 2.3 2.12, the Borrower shall cause such amounts to be prepaid as and to the extent otherwise 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 material agreements, in each case, that would otherwise limit an obligation of the Borrower to make a mandatory prepayment in accordance with the terms of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateSection 2.12.

Mandatory Prepayments. (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Consolidated Entity, an amount equal to 50% of the Net Cash Proceeds, in the case of an issuance of Capital Stock (other than (i) If to another Consolidated Entity, (ii) as permitted under Section 6.03, (iii) pursuant to employee and director compensation plans or (iv) otherwise for Net Cash Proceeds in an aggregate amount up to $10,000,000), and 100% of the Net Cash Proceeds, in the case of an issuance or incurrence of Indebtedness (other than as permitted under Section 6.01), shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans are accelerated following as set forth in Section 2.14(e); provided that no prepayment shall be required to be made pursuant to this subsection (a) if the occurrence Leverage Ratio on the last the day of the fiscal quarter most recently ended is 2.00 to 1.00 or less. (b) If on any date any Consolidated Entity shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an Event amount equal to 50% of Defaultsuch Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.14(e); provided, Borrower shall immediately pay to Lendersthat, payable to notwithstanding the foregoing, on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans. (Ac) all outstanding principal If, for any fiscal year of the Parent Borrower and its Domestic Subsidiaries commencing with the fiscal year ending December 24, 2005 there shall be Excess Domestic Cash Flow, the Parent Borrower shall, on the relevant Excess Domestic Cash Flow Application Date, apply the EDCF Percentage of such Excess Domestic Cash Flow toward the prepayment of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 2.14(e). Each such prepayment shall be made on a date (an “Excess Domestic Cash Flow Application Date”) no later than five days after the earlier of this Agreement), (Bi) the Final Payment, (C) an amount equal to fifty percent (50%) date on which the financial statements of the Prepayment Fee, plus (DConsolidated Entities referred to in Section 5.01(a) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amounts. Notwithstanding the foregoingwhich such prepayment is made, the PTC124 Discontinuation shall not are required to be deemed delivered to have occurred (and the Lenders and (ii) the date such financial statements are actually delivered. (d) If on any date any Consolidated Entity shall not have receive Net Cash Proceeds in connection with any Receivables Financing Program then such Net Cash Proceeds shall be applied on such date toward the right to require Borrower to repay prepayment of the Term Loans as a result set forth in Section 2.14(e). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.14 shall be applied, first, to the prepayment of the PTC124 Discontinuation) Existing Term Loans and, second to the prepayment of the Canadian Term Loans and the UK Term Loans ratably according to the respective outstanding amounts thereof, in each case to the remaining installments thereof as directed by the Parent Borrower and in accordance with Section 2.21(b). Prepayments shall be made, first, to ABR Loans and, second, to Eurocurrency Loans, in the event that after case of the Effective Date Existing Term Loans, and in each case, together with accrued interest to the date of such prepayment on the amount prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the applicable Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or pursuant to any combination thereof, but such prepayment shall not indebtedness) of at least $25,000,000 exceed in the aggregateaggregate the applicable portion of Net Cash Proceeds or Excess Domestic Cash Flow, as the case may be, with respect to such prepayment.

Mandatory Prepayments. (ia) If Immediately upon receipt by the Term Loans are accelerated following Borrower or any of its Subsidiaries of any proceeds of any sale or disposition by the occurrence Borrower or any of an Event its Subsidiaries of Defaultany of its assets, or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall immediately pay to Lenders, payable to each Lender prepay the Obligations in accordance with its respective Pro Rata Share, an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the sum of: Borrower in connection therewith (A) all outstanding principal of in each case, paid to non-Affiliates); provided that the Term Loans plus accrued interest thereon through Borrower shall not be required to prepay the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Obligations with respect to any past due amounts(i) proceeds from the sales of assets in the ordinary course of business, and (ii) proceeds from other asset sales permitted under Section 7.6 and (iii) proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 180 days following receipt thereof. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (iib) In No later than the event Borrower permanently discontinues Borrower’s pursuit Business Day following the date of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined receipt by the Lenders in their reasonable discretion) (Borrower or any of its Subsidiaries of any proceeds from any issuance of Indebtedness by the “PTC124 Discontinuation”)Borrower or any of its Subsidiaries, Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender prepay the Obligations in accordance with its respective Pro Rata Share, an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the sum ofBorrower in connection therewith (in each case, paid to non-Affiliates); provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) [Reserved]. (d) Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: (A) all outstanding principal first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Term 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 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 Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, 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 sixth, to Cash 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 sixth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (e) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay the Swingline Loans plus accrued interest thereon through and the prepayment date (accrued at the applicable interest rate as set forth Revolving Loans in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Base Rate Loans to the full extent thereof; and third, to the Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Prepayment Feeaggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, plus (D) all other sums, that the Borrower shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (accrued and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateunpaid fees thereon.

Mandatory Prepayments. (a) Not later than the fifth Business Day following the receipt by the Borrower or any Subsidiary of (i) If Net Cash Proceeds from the issuance or incurrence of Indebtedness for borrowed money (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 7.01) or (ii) cash from Parent that Parent received in connection with an issuance of its Equity Interests or incurrence of Indebtedness, in each case other than where the express use of proceeds therefrom is entirely to finance a specific investment or acquisition (including the Acquisition), the Borrower shall prepay outstanding Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.09(b). For the sum of: avoidance of doubt, the foregoing shall not apply to any Permitted Refinancing Indebtedness permitted under Section 7.01. Notwithstanding anything herein to the contrary, if there is an ABS Transaction, the Borrower shall prepay, first, the borrowings (Aif any) all under the RBL Credit Agreement and, second, the borrowings (if any) under this Agreement, on the date such ABS Transaction closes in an amount equal to 100% of the Net Cash Proceeds of the financing for the securitization of the Oil and Gas Properties the subject of such securitization and if any such Net Cash Proceeds remain after prepayment of such borrowings, the RBL Borrower shall retain such Net Cash Proceeds. (b) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied to the remaining scheduled installments of principal due in respect of the Term Loans plus accrued interest thereon through (including, for the prepayment dateavoidance of doubt, (Bthe payment due on the Maturity Date) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsunder Section 2.07 in direct order of maturity. (c) The Borrower shall deliver to the Administrative Agent at least three Business Days prior to the date of any prepayment pursuant to this Section 2.09 a certificate signed by a Financial Officer of the Borrower (i) setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) In specifying the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, prepayment date and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an principal amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in or portion thereof) to be prepaid. All prepayments under this Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that 2.09 shall have become due and payable, including Lenders’ Expenses, if anybe without premium or penalty, and shall be accompanied by accrued and unpaid interest at on the Default Rate with respect principal amount to any past due amounts. Notwithstanding be prepaid to but excluding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result date of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatepayment.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (l) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) If the Term Loans are accelerated following aggregate Net Cash Proceeds of Asset Sales that may be excluded from the occurrence foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any fiscal year of an Event of Default, the Borrower shall immediately pay to Lenders, payable to and (ii) on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans plus accrued interest thereon through and the reduction of the Revolving Commitments as set forth in Section 2.11(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2015, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay an aggregate amount of Term Loans in an amount equal to (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by the financial statements for such fiscal year (such prepayment dateto be applied as set forth in Section 2.11(d) below), minus (B) solely to the Final Paymentextent not funded with the proceeds of Indebtedness, the aggregate amount of all optional prepayments of the Term Loans pursuant to Section 2.10 made during such fiscal year. Each such prepayment and commitment reduction shall be made on a date (Can “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the Prepayment Feedate on which the financial statements of the Borrower referred to in Section 6.1(a), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate fiscal year with respect to any past due amountswhich such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (iid) In Amounts to be applied pursuant to Section 2.11 shall be applied to the event Borrower permanently discontinues Borrower’s pursuit prepayment of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata ShareSection 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.11; provided, that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the sum of: amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (A) all outstanding principal of or, if less, the Term Loans plus accrued interest thereon through Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). For the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 purposes of this Agreement)Section 2.11(e) only, the term Domestic Subsidiary shall include a Foreign Subsidiary Holdco. (Bf) Notwithstanding anything to the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensescontrary contained in this Section 2.11, if anyany Term Lender shall notify the Administrative Agent (i) on the date of such prepayment, and interest at the Default Rate with respect to any past due amounts. Notwithstanding prepayment under Section 2.11(a) or (b) or (ii) at least one Business Day prior to the foregoingdate of a prepayment under Section 2.11(c) that it wishes to decline its share of such prepayment, such share (the PTC124 Discontinuation “Declined Prepayment Amount”) shall not be deemed to have occurred (and offered in accordance with the Lenders shall not have the right to require Borrower to repay the Term Loans as a result mandatory prepayment provisions of the PTC124 DiscontinuationSecond Lien Credit Agreement (or the applicable corresponding provisions of any document governing any Permitted Refinancing Indebtedness with respect thereto) in and, if declined by the event that after lenders thereunder, may be retained by the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateBorrower.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the Term Loans are accelerated following the occurrence Borrower or any of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender its Subsidiaries (excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 6.2 as in effect on the date of this Agreement), then, on the date of such incurrence, the Loans shall be prepaid by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through Net Cash Proceeds of such incurrence. The provisions of the prepayment date, (B) paragraph do not constitute a consent to the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to incurrence of any past due amountsIndebtedness not permitted by Section 6.2. (iib) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined If any Capital Stock shall be issued by the Lenders in their reasonable discretion) Borrower (excluding any Capital Stock issued to Resources and any capital contributions received by the “PTC124 Discontinuation”Borrower from Resources), then, on the date of such issuance, the Loans shall be prepaid by an amount equal to 50% of the amount of the Net Cash Proceeds of such issuance. The provisions of the paragraph do not constitute a consent to any Change of Control. (c) If, on any date the Borrower will give prompt written notice to Collateral Agentor any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, and then, unless a Reinvestment Notice shall be delivered in respect thereof, on the Lenders date of receipt by the Borrower or any of its Subsidiaries of such Net Cash Proceeds, the Loans shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, (Ai) all outstanding principal the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Term Borrower and (ii) on each Reinvestment Prepayment Date the Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) shall be prepaid by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event. The provisions of this paragraph do not constitute a consent to the consummation of any past due amountsDisposition not permitted by Section 6.5. (d) The application of any prepayment pursuant to this Section 2.7 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result Each prepayment of the PTC124 Discontinuation) in Loans under this Section 2.7 shall be accompanied by accrued interest to the event that after date of such prepayment on the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateamount prepaid.

Mandatory Prepayments. (ia) If after the Term Closing Date any Indebtedness shall be incurred or issued by any Group Member (other than Excluded Indebtedness (other than Permitted Secured Refinancing Debt and Permitted Unsecured Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Loans are accelerated following as set forth in Section 4.2(d). (1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the occurrence prepayment of an Event of Defaultthe Loans as set forth in Section 4.2(d); provided that, Borrower shall immediately pay to Lendersnotwithstanding the foregoing, payable to on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by relevant Reinvestment Event shall be applied toward the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal prepayment of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 4.2(d). (2) Notwithstanding the foregoing, to the extent that (and for so long as) any of this Agreement)or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, (Ba “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the Final Paymentjurisdiction of organization of the Borrower, (C) an the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to fifty percent the amount of such reduction. (50%c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesexcess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made (x) during such Excess Cash Flow Payment Period (and interest not previously applied pursuant to clause (y) below) or (y), at the Default Rate option of the Borrower, on or prior such Excess Cash Flow Application Date, toward the prepayment of the Loans as set forth in Section 4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 7.1(a) for the fiscal year of the Borrower with respect to any past due amountswhich such prepayment is made are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied to the prepayment of the Loans in accordance with Section 4.8 and first, to Base Rate Loans and, second, to Eurodollar Loans. Notwithstanding Each prepayment of the foregoing, Loans under this Section 4.2 shall be accompanied by accrued interest to the PTC124 Discontinuation shall not be deemed to have occurred date of such prepayment on the amount prepaid. (e) The Total Commitments (and the Lenders Commitments of each Lender) shall not have terminate in its entirety at 5:00 p.m., New York City time, on the right Closing Date. (f) For the avoidance of doubt, if any prepayment under Section 4.2(a) made on or prior to require Borrower to repay the Term Loans as a result first anniversary of the PTC124 Discontinuation) in Closing Date is a Repricing Transaction, the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregaterepayment shall be subject to Section 4.1(d).

Mandatory Prepayments. (ia) If the Term Loans are accelerated following the occurrence of an Event of Default, The Borrower shall immediately pay to give the Agent, the Lenders, payable to each Lender the Loan Administrator and the Board not less than five Business Days' prior written notice of any anticipated Future Issuance and upon receipt by the Borrower of the proceeds of such Future Issuance, the Borrower shall prepay the Loan in accordance with its respective Pro Rata Share, the manner provided below in an amount equal to the sum of: amount of such proceeds net of any reasonable and customary brokers' and advisors' fees, any underwriting discounts and commissions and other costs incurred in connection with such transaction (Aprovided that evidence of such fees, discounts, commissions and costs is provided to the Board and the Agent); provided, that, the Borrower shall not be obligated to so prepay the Loan if and to the extent that (i) all outstanding principal the Borrower is prohibited from so prepaying the Loan under the terms of the Term Loans plus accrued interest thereon through Senior Notes and the prepayment dateBorrower applies such proceeds to repay the Senior Notes, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues applies such proceeds from an issue or incurrence of Indebtedness to finance Aircraft Related Equipment in a transaction of the type excepted from the definition of Asset Sales in this Agreement, (iii) such Future Issuance involves only the exercise of options or similar rights issued as compensation by existing or former officers, directors or employees of the Borrower’s pursuit , Holdings or any of active development their Subsidiaries or (iv) the Borrower applies such proceeds to purchase Aircraft Related Equipment. Any partial prepayments of Ataluren (also known as PTC124®) for all therapeutic indications (as determined the Loan made by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal this Section 2.6(a) shall be applied to the sum of: (A) all then remaining installments of the outstanding principal balance of the Term Loans plus accrued interest thereon through Loan in the inverse order of maturity thereof. If any such prepayment is made by the Borrower other than on an Interest Payment Date, the Borrower shall also pay any amounts owing pursuant to Section 2.10(e). Any such prepayment of the Loan shall be made on the date (accrued at of the Borrower's receipt of the proceeds of the applicable interest rate Future Issuance, and shall be paid to the Agent for application as set forth provided in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate2.9.

Mandatory Prepayments. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.02), then not later than the next Business Day following such incurrence, the Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, not later than the fifth Business Day following the receipt by the Company or such Subsidiary of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) If any such prepayment shall only be required with the Term aggregate amount of Net Cash Proceeds from any Asset Sale or Recovery Event received in any fiscal year of the Company in excess of $1,000,000 and (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date the Loans are accelerated following shall be prepaid by an amount equal to the occurrence Reinvestment Prepayment Amount (or, in the case of an Event a Reinvestment Prepayment Date described in clause (b) of Default, Borrower shall immediately pay the definition thereof with respect to Lenders, payable to each Lender in accordance with its respective Pro Rata Shareonly a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the sum of: relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company commencing with the fiscal year ending January 31, 2013, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to (x) the ECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans under Section 2.09 during such fiscal year but only to the extent that such prepayments do not occur pursuant to a refinancing of all or any portion of such Term Loans. 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 the date on which the financial statements of the Company referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is made, (i) are required to be delivered to the Lenders and (ii) are actually delivered. (d) In the event of any termination of all the Revolving Credit Commitments, each Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) all outstanding Letters of Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Loans and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount sufficient to eliminate such excess. (e) Notwithstanding any other provisions of this Section 2.10, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or passed on to or used for the benefit of the Company, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.10 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States (the Company hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts in compliance with applicable law to effect such repatriation), and once such repatriation to the United States of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under applicable local law, such repatriation to the United States will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans to the extent otherwise required under this Section 2.10 and (B) to the extent that the Company has determined in good faith that repatriation to the United States of any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries or passing on to or use thereof for the benefit of the Company would cause significant adverse tax consequences to the Company or any of its Subsidiaries, such Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date on which any such Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments to the extent otherwise required under Section 2.10(b) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to Section 2.10(c), the Company applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by or was attributable to the Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated to the United States (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). For the avoidance of doubt, but without limiting the Company’s obligations under this Section 2.10, in no circumstance shall this Section 2.10 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Company any portion of any Net Cash Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary. (f) All prepayments made pursuant to this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty, and shall be accompanied by accrued interest on the principal amount to be repaid to but excluding the date of payment. (g) Each prepayment of Loans pursuant to this Section 2.10 shall be applied first, pro rata to the installments of Term Loans which are scheduled to mature in the 24-month period immediately following such prepayment, second, to remaining installments of Term Loans pro rata according to the outstanding principal amounts thereof, third, if no Term Loans are outstanding, to prepay outstanding Revolving Credit Loans to the full extent thereof, and fourth, if no Term Loans or Revolving Credit Loans are outstanding, to cash collateralize any outstanding Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all such Letters of Credit) (it being understood that any such repayment or cash collateralization shall not permanently reduce Revolving Credit Commitments). (h) The Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.10, (1) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the Term Loans plus accrued interest thereon through amount of such prepayment and (2) at least one Business Day prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit Type of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, each Loan being prepaid and the Lenders shall have the right, upon written notice principal amount of each Loan (or portion thereof) to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateprepaid.

Mandatory Prepayments. (i) If The Borrower must pay on DEMAND the amount by which at any time the aggregate amount of all Revolving Credit Advances plus the outstanding LC Exposure at any time outstanding exceeds the lesser of (i) the Revolving Credit Commitment and (ii) the Borrowing Base. (ii) If, at any time after the Closing Date, the Borrower or the Lender receives any net insurance proceeds or net condemnation proceeds from any Collateral, the Borrower shall promptly prepay the Advances by an amount equal to such net insurance proceeds or net condemnation proceeds. Any such mandatory prepayments shall be applied first to the Existing Term Loans are accelerated following pro rata based on the occurrence principal amount outstanding and applied in inverse order of an Event maturity, then to the Guidance Loans pro rata based on the principal amount outstanding and applied in inverse order of Defaultmaturity, Borrower shall immediately pay then to LendersLC Disbursements for which the Lender has not been reimbursed by the Borrower, payable then to each the Revolving Credit Advances, and then to the Lender in accordance with its respective Pro Rata Share, as cash collateral up to an amount equal to the sum of: (A) aggregate undrawn amount of all outstanding principal Letters of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsCredit. Notwithstanding the foregoing, the PTC124 Discontinuation Borrower shall not be deemed required to make a prepayment pursuant to this clause (ii) with respect to any such casualty or condemnation event if the Borrower may use such proceeds to repair, restore or replace such Collateral so long as the Borrower shall have occurred provided to the Lender within 60 days after such casualty or condemnation event a plan to restore, repair or replace such Collateral to its value immediately preceding such condemnation or casualty event, which plan is reasonably satisfactory to the Lender. Any prepayments hereunder shall be accompanied with accrued and unpaid interest on the amount prepaid to the date of prepayment. (iii) Upon the disposition of any assets (other than dispositions of equity interests or dispositions of assets permitted under Sections 8.6 and 8.8), the Lenders Borrower shall not have promptly prepay the right Advances by an amount equal to require Borrower the net cash proceeds of such sale, transfer or other disposition. Any such mandatory prepayments shall be applied first to repay the Existing Term Loans pro rata based on the principal amount outstanding and applied in inverse order of maturity, then to the Guidance Loans pro rata based on the principal amount outstanding and applied in inverse order of maturity, then to LC Disbursements for which the Lender has not been reimbursed by the Borrower, then to the Revolving Credit Advances, and then to the Lender as a result cash collateral up to an amount equal to the aggregate undravvn amount of all outstanding Letters of Credit. Any prepayments hereunder shall be accompanied with accrued and unpaid interest on the PTC124 Discontinuation) in amount prepaid to the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) date of at least $25,000,000 in the aggregateprepayment.

Mandatory Prepayments. (ia) If When Borrower sells or otherwise disposes of any Collateral other than Inventory or collection of Accounts Receivable in the Term Loans are accelerated following the occurrence ordinary course of an Event of Defaultbusiness, Borrower shall immediately pay to Lenders, payable to each Lender repay the Advances in accordance with its respective Pro Rata Share, an amount equal to the sum of: net proceeds of such sale (Ai.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) all outstanding principal Business Day following receipt of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if anysuch net proceeds, and interest at until the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit date of active development of Ataluren (also known as PTC124®) payment, such proceeds shall be held in trust for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsLender. Notwithstanding the foregoing, the PTC124 Discontinuation The foregoing shall not be deemed to have occurred be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, ratably to the outstanding principal installments on the Term Loan in the order of the maturities thereof and, second, to the remaining Advances in such order as Lender may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereof. (b) Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after April 1, 1998, payable upon delivery of the financial statements to Lender referred to in and required by Section 9.7 for such fiscal year but in any event not later than ninety (90) days after the Lenders end of each such fiscal year, which amount shall be applied first, ratably to the outstanding principal installments in the inverse order of the maturities thereof and, second, to the remaining Advances in such order as Lender may determine subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereof. In the event that the financial statement is not so delivered, then a calculation based upon estimated amounts shall be made by Lender upon which calculation Borrower shall make the prepayment required by this Section 2.10(b), subject to adjustment when the financial statement is delivered to Lender as required hereby. The calculation made by Lender shall not be deemed a waiver of any rights Lender may have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized failure by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateto deliver such financial statement.

Mandatory Prepayments. (i) The Borrowers shall prepay the outstanding principal amount of all Loans hereunder upon the closing of any financing which is intended by the Borrowers to refinance the Loans hereunder. (ii) Following the end of each fiscal year of Holdings, commencing with the year ending December 31, 2000, the Borrowers shall prepay Loans in an aggregate amount equal to 50% of Excess Cash Flow of such year. Each prepayment pursuant to this subsection shall be made within 90 days after the year for which Excess Cash Flow is being calculated and such prepayment shall be in a minimum amount of $50,000. (iii) If and on each occasion that any Net Proceeds are received by or on behalf of the Term Borrowers in respect of any sale, disposition, casualty or condemnation of any Collateral, the Borrowers shall, to the extent such Net Proceeds are not reinvested in Collateral of at least substantially similar nature and value and, in the case of any Collateral acquired from the Vendor pursuant to the Supply Contracts, purchased from the Vendor in each case within a 90 day period, prepay Loans outstanding (or if no Loans are accelerated following then outstanding, reduce the occurrence Commitments) in an aggregate amount equal to such Net Proceeds. (iv) If and to the extent any prepayments are to be made on (A) any vendor financing, (B) any bank credit facilities (other than revolving credit facilities) or any other Indebtedness of the Borrowers, or (C) any Guarantee Obligation of the Borrowers, the Borrowers shall make a pro rata prepayment in an amount equivalent to such prepayment of all Loans outstanding (or if no Loans are then outstanding, a reduction of the Commitments) under this Agreement; provided, however, that the foregoing shall not apply (W) with respect -------- ------- to any prepayment of Indebtedness owed by a Borrower to another Borrower, (X) with respect to repayment of Indebtedness of any Borrower (1) to Lenox Invest Ltd. in an amount not to exceed $1,500,000 and (2) to Scott Crist in an amount not to exxxxx $000,000 so long as the repayment of such Indebtedness comes from the proceeds of New Equity, or (Y) with respect to any prepayment of an Event of Default, amount that is equal to or less than $50,000. (v) If and on each occasion that any Borrower shall immediately pay to Lendersmake any Permitted Preferred Cash Dividends, payable to each Lender the record date for which shall occur during the period after the first anniversary of the Closing Date and before the second anniversary of the Closing Date, then, on or before the record date for such Permitted Preferred Cash Dividends, the Borrowers shall make a prepayment on the Loans, out of the proceeds of the New Equity raised in accordance connection with its respective Pro Rata Sharesuch Permitted Preferred Cash Dividends, in an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountssuch Permitted Preferred Cash Dividends. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the Borrower or any of its Restricted Subsidiaries (excluding any Indebtedness permitted by Section 7.2 (other than Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment of the Term Loans are accelerated following as set forth in Section 2.11(d). (b) If on any date the occurrence Borrower or any of an Event its Restricted Subsidiaries shall have received Net Cash Proceeds of Defaultat least $5,000,000 in any fiscal year from any Asset Sales or Recovery Events then, Borrower unless a Reinvestment Notice shall immediately pay to Lendersbe delivered in respect thereof, payable to such Net Cash Proceeds shall be applied within one Business Day of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that notwithstanding the foregoing, on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans plus as set forth in Section 2.11(d). (c) [Reserved]. (d) Partial prepayments of the Term Loans pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b) first, to the next eight installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Maturity Date). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest thereon through to the date of such prepayment dateon the amount prepaid. (e) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary or the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (Bincluding, without limitation, 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 Final Payment, benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (Cincluding a material acceleration of the point in time when such earnings would otherwise be taxed) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In such amount, the event Borrower permanently discontinues Borrower’s pursuit portion of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower such Net Cash Proceeds so affected will give prompt written notice not be required to Collateral Agent, and the Lenders shall have the right, upon written notice be applied to Borrower, to require Borrower to repay prepay the Term Loans at the times provided in fullthis Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.11 (provided that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds the repatriation of which case the Borrower shall immediately pay believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to Lendersbe applied to reinvestments or prepayments pursuant to a Reinvestment Notice, payable to each Lender in accordance with its respective Pro Rata Share, the Borrower applies an amount equal to the sum of: amount of 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 additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expensesor, if anyless, and interest at the Default Rate Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary). (f) Notwithstanding anything to the contrary contained in this Section 2.11, if any Term Lender shall notify the Administrative Agent (i) on the date of such prepayment, with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred prepayment under Section 2.11(a) or (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuationb) in the event that after the Effective Date Borrower receives a lump sum cash payment(sor (ii) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in one Business Day prior to the aggregatedate of a prepayment under Section 2.11(c) that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) may be retained by the Borrower.

Mandatory Prepayments. (ia) If Unless otherwise agreed to by the Term Loans are accelerated following Required Financing Commitment Parties, not later than the occurrence third Business Day after the receipt of an Event Net Cash Proceeds by the Borrower or a Subsidiary in respect of Defaultany Asset Sale (other than of First Lien Notes Priority Collateral), the Borrower shall immediately pay apply 100% of such Net Cash Proceeds received to Lenders, payable to each Lender prepay outstanding Loans in accordance with Section 2.13(d). After the First Lien Notes have been repaid, redeemed or otherwise satisfied in full, not later than the third Business Day after the receipt of Net Cash Proceeds in respect of any Asset Sale of First Lien Notes Priority Collateral, the Borrower shall apply 100% of such Net Cash Proceeds received to prepay outstanding Loans in accordance with Section 2.13(d). (b) Unless otherwise agreed to by the Required Financing Commitment Parties, in the event that the Borrower or any of its respective Pro Rata ShareSubsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.03), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day following) the receipt of such Net Cash Proceeds by the Borrower or such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(d)(d). (c) Notwithstanding anything to the sum of: (A) all outstanding principal contrary set forth in this Section 2.13, such Net Cash Proceeds shall not be required to be applied as set forth herein to the extent that the repatriation of cash from Subsidiaries outside of the Term United States would reasonably be expected to result in material adverse tax consequences to the Borrower and its Subsidiaries as reasonably determined by the Borrower. (d) Mandatory prepayments of outstanding Loans plus accrued interest thereon through under this Agreement shall be allocated pro rata among the Loans. The amount of any mandatory prepayment in respect of Loans shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans, in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under Section 2.13(a) or (b), as applicable, subject to Section 2.13(c), (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) to the extent practicable, before 11:00 a.m. at least two 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 (Bor portion thereof) the Final Paymentto be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.05(c), (CSection 2.05(d) the Prepayment Feeand Section 2.16, plus (D) all other sums, that but shall have become due and payable, including Lenders’ Expenses, if anyotherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest at on the Default Rate with respect principal amount to any past due amounts. (ii) In be prepaid to but excluding the event Borrower permanently discontinues Borrower’s pursuit date of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) payment (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) interest amounts shall reduce the amount of at least $25,000,000 in Net Cash Proceeds required to be applied to prepay the aggregateLoans).

Mandatory Prepayments. (ia) If Unless the Term Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued (excluding any Capital Stock issued by DOC to the Parent or by a Wholly-Owned Subsidiary of DOC to the direct parent of such Subsidiary), or any Indebtedness shall be incurred (excluding any Indebtedness incurred pursuant to Section 7.2 (as such section is in effect on the date of this Agreement), other than pursuant to Section 7.2(j)), by DOC or any of its Subsidiaries, then on the date of such issuance or incurrence, the Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by DOC or any of its Subsidiaries. (Ab) all outstanding principal Unless the Required Prepayment Lenders shall otherwise agree, if on any date DOC or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (which may be delivered, and pursuant to which any such reinvestment may be made, only if no Default or Event of Default has occurred which is continuing), within 20 days following the date of receipt by DOC or any of its Subsidiaries of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, at the end of any fiscal year of DOC, the Parent Leverage Ratio for the preceding four fiscal quarters is equal to or greater than 4.15 to 1, the Loans shall be prepaid by an amount equal to 50% of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of DOC 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. (i) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, subject as provided in clause (d)(ii) below, first, to the prepayment of the Term Loans plus accrued interest thereon through and, second, to the prepayment date, of the Revolving Credit Loans outstanding (B) but without reducing the Final Payment, (C) Revolving Credit Commitment). Each such prepayment of the Prepayment Fee, plus (D) all other sums, Term Loans shall be applied pro rata to reduce the remaining repayment installments thereof pursuant to Section 2.3; provided that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate amounts prepaid with respect to any past due amountsthe Term Loans may not be reborrowed. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, any Term Loan Lender may, at its option, elect not to accept such mandatory prepayment of its Term Loan (any Term Loan Lender making such election being a "Declining Lender") as follows: each Declining Lender shall give written notice thereof to the PTC124 Discontinuation shall Administrative Agent not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.later than 10:00 a.

Mandatory Prepayments. (ia) If Immediately upon receipt by the Term Loans are accelerated following Borrower or any of its Subsidiaries of any proceeds of any sale or disposition by the occurrence Borrower or any of an Event its Subsidiaries of Defaultany of its assets, or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall immediately pay to Lenders, payable to each Lender prepay the Obligations in accordance with its respective Pro Rata Share, an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the sum of: Borrower in connection therewith (A) all outstanding principal of in each case, paid to non-Affiliates); provided that the Term Loans plus accrued interest thereon through Borrower shall not be required to prepay the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Obligations with respect to any past due amounts(i) proceeds from the sales of assets in the ordinary course of business, and (ii) proceeds from other asset sales permitted under Section 7.6 and (iii) proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 180 days following receipt thereof. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (iib) In No later than the event Borrower permanently discontinues Borrower’s pursuit Business Day following the date of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined receipt by the Lenders in their reasonable discretion) (Borrower or any of its Subsidiaries of any proceeds from any issuance of Indebtedness by the “PTC124 Discontinuation”)Borrower or any of its Subsidiaries, Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender prepay the Obligations in accordance with its respective Pro Rata Share, an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the sum ofBorrower in connection therewith (in each case, paid to non-Affiliates); provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) [Reserved]. (d) Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: (A) all outstanding principal first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Term 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 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 Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, 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 sixth, to Cash 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 sixth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (e) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay the Swingline Loans plus accrued interest thereon through and the prepayment date (accrued at the applicable interest rate as set forth Revolving Loans in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Base Rate Loans to the full extent thereof; and third, to the SOFR Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Prepayment Feeaggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, plus (D) all other sums, that the Borrower shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (accrued and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateunpaid fees thereon.

Mandatory Prepayments. (i) If the Term Loans are accelerated Within five (5) days following the occurrence date of an Event receipt by a Credit Party of Defaultany net cash proceeds in excess of $1,000,000 in the aggregate in any Fiscal Year from any Asset Sales (other than any Permitted Dispositions (except pursuant to clause (iii) of such definition)), the Borrower shall immediately pay to Lenders, payable to each Lender prepay the Secured Note and LC Note in accordance with its respective Pro Rata Share, an aggregate amount equal to 100% of such net cash proceeds. For purposes hereof, net cash proceeds of a transaction will be the sum of: (A) all outstanding principal of cash proceeds received by a Credit Party from the Term Loans plus accrued interest thereon through transaction as reduced by the prepayment datecosts, (B) fees and expenses incurred by it in negotiating and consummating the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountstransaction. (ii) In Within five (5) days following the date of receipt by a Credit Party, or the Lender as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Secured Note and LC Note in an aggregate amount equal to 100% of such net cash proceeds, provided, so long as no Event of Default (or event Borrower permanently discontinues Borrower’s pursuit or circumstance that, with the passage of active development time, the giving of Ataluren (also known as PTC124®notice, or both, would become an Event of Default) for all therapeutic indications (as determined by shall have occurred and be continuing on the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”)date of receipt thereof or caused thereby, Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the rightoption to apply such net cash proceeds, upon written notice prior to the date that is 180 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof, and any net cash proceeds so applied shall not be applied toward prepayment of the Secured Note or LC Note. (iii) Within five (5) Business Days following the date of receipt by the Borrower of any net cash proceeds in an offering of Equity Interests of the Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender prepay the Secured Note and LC Note in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an aggregate amount equal to fifty percent (50%) of the Prepayment Fee, plus gross proceeds of such equity offering; provided that the Borrower shall prepay the Secured Note and LC Note in an amount equal to $5,000,000 from the net cash proceeds of the Qualifying Offering. (Div) all Within five (5) days following the date of receipt by a Credit Party of any net cash proceeds from the incurrence of any Indebtedness of a Credit Party (other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate than with respect to any past due amounts. Notwithstanding the foregoingPermitted Indebtedness), the PTC124 Discontinuation Borrower shall not prepay the Secured Note and LC Note in an aggregate amount equal to 100% of such net cash proceeds. (v) No later than five (5) days following the date of receipt a Credit Party of any Extraordinary Receipts, the Borrower shall prepay the Secured Note and LC Note in an aggregate amount equal to 100% of such Extraordinary Receipts; provided that no payment shall be deemed required pursuant to have occurred this Section 2.3(c)(v) unless the amount of Extraordinary Receipts received on such date exceeds $1,000,000 in the aggregate in any Fiscal Year. (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result vi) Concurrently with any prepayment of the PTC124 DiscontinuationSecured Note and LC Note pursuant to this Section 2.3(c) in the event that after Borrower shall deliver to the Effective Date Borrower receives Lender a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) certificate of at least $25,000,000 in an authorized officer thereof demonstrating the aggregatecalculation of the amount of the applicable proceeds.

Mandatory Prepayments. (ia) If Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued, or Indebtedness incurred, by the Borrower or any of its Subsidiaries (excluding (x) any Indebtedness incurred in accordance with Section 7.2(a), (b), (c), (d), (e) or (f) and (y) any Indebtedness incurred in accordance with Section 7.2(g) as in effect on the date of this Agreement), then on the date of such issuance or incurrence, the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: amount of the Net Cash Proceeds of such issuance or incurrence. The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries. (Ab) all outstanding principal Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by the Borrower or any of its Subsidiaries of such Net Cash Proceeds, the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined be prepaid by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: amount of such Net Cash Proceeds; provided that, notwithstanding the foregoing, (Ai) all outstanding principal the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) shall be prepaid by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any past due amounts. Notwithstanding Disposition not permitted by Section 7.5. (c) If, at any time prior to the foregoingRevolving Credit Termination Date, the PTC124 Discontinuation shall not be deemed Total Revolving Extensions of Credit exceed the Total Revolving Credit Commitments, the Borrower shall, without notice or demand, immediately repay the Revolving Credit Loans in an aggregate principal amount equal to have occurred such excess together with interest accrued to the date of such payment or prepayment and any amounts payable under Section 2.19. To the extent that after giving effect to any payment or prepayment of the Loans required by the preceding sentence, the Total Revolving Extensions of Credit exceed the Total Revolving Credit Commitments, the Borrower shall, without notice or demand, immediately cash collateralize the then outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent. (and d) Unless the Required Prepayment Lenders shall not have otherwise agree, if, for any fiscal year of the right to require Borrower to repay commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans as shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow. Each such prepayment shall be made on a result date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the PTC124 DiscontinuationBorrower 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) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) date such financial statements are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateactually delivered.

Mandatory Prepayments. (ia) If [Reserved]. (b) Not later than the Term Loans are accelerated tenth Business Day following receipt of Net Cash Proceeds from (A) the completion of any Holdings Asset Sale, or (B) the occurrence of an Event of Defaultany Holdings Recovery Event, the Borrower shall immediately pay offer to Lenders, payable to each Lender prepay outstanding Term Loans in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all Required Prepayment Percentage multiplied by the amount of such Net Cash Proceeds that is received, such prepayment to be made in accordance with Section 2.13(e). Notwithstanding the foregoing, if the amount of Net Cash Proceeds from the completion of any such Holdings Asset Sale or the occurrence of any such Holdings Recovery Event required to be used to offer to prepay outstanding principal of the Term Loans pursuant to this clause (b) is less than $10,000,000, such application of such Net Cash Proceeds may be deferred until such time as the amount of such Net Cash Proceeds plus accrued interest thereon through the prepayment dateaggregate amount of all Net Cash Proceeds received thereafter from the completion of any such Holdings Asset Sale or the occurrence of any such Holdings Recovery Event required to be so applied under this clause (b) aggregates at least $10,000,000, (B) at which time the Final PaymentBorrower shall apply the aggregate amount of all such deferred Net Cash Proceeds to prepay outstanding Term Loans, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate such offer to prepay to be made in accordance with respect to any past due amountsSection 2.13(e). (iic) In the event that the Borrower permanently discontinues Borrower’s pursuit shall receive Net Cash Proceeds from the issuance or other incurrence of active development Indebtedness of Ataluren the Borrower (also known as PTC124®other than Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the tenth Business Day next following) for all therapeutic indications (as determined the receipt of such Net Cash Proceeds by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, apply an amount equal to the sum of: Required Prepayment Percentage of such Net Cash Proceeds to offer to prepay outstanding Term Loans, such offer to prepay to be made in accordance with Section 2.13(e). (Ad) all outstanding principal No later than ten days following the earlier of (i) 90 days after the Term Loans plus accrued interest thereon through end of each fiscal year, commencing with the prepayment fiscal year ending on December 31, 2008, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a) (accrued at commencing with the applicable interest rate as set forth in Section 2.3 of this Agreementfiscal year ending on December 31, 2008), the Borrower shall offer to prepay (Band prepay) the Final Paymentoutstanding Term Loans, such offer to prepay (Cand prepayment) to be made in accordance with Section 2.13(e), in an aggregate principal amount equal to fifty percent (50%x) the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended (the “Base Annual ECF Sweep Amount”) minus (y) the aggregate amount of any voluntary prepayments of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsOpco Credit Agreement during such fiscal year. Notwithstanding the foregoing, the PTC124 Discontinuation Borrower shall have the option to calculate Excess Cash Flow for one or more fiscal quarters of any fiscal year (with respect to such fiscal quarter or any other immediately preceding fiscal quarter or fiscal quarters during such fiscal year for which Excess Cash Flow had not previously been so calculated and the prepayment offer in accordance with Section 2.13(d) and Section 2.13(e) below had not previously been made); provided that in the event that the Borrower shall exercise such option, (i) no later than ten days following the earlier of (A) 45 days after the end of the applicable fiscal quarter and (B) the date on which financial statements with respect to such applicable fiscal quarter are delivered pursuant Section 5.04(b), the Borrower shall offer to prepay outstanding Term Loans, such offer of prepayment to be made in accordance with Section 2.13(e), in an aggregate principal amount equal to (x) the Required Prepayment Percentage of Excess Cash Flow for the applicable fiscal period then ended minus (y) the aggregate amount of any voluntary prepayments of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such applicable fiscal period and (ii) the Borrower shall continue to be required to make the offer to prepay (and prepayment) described in the first sentence of this paragraph (d) following the end of the applicable fiscal year in accordance with the provisions described above (provided that the amount of Term Loans that the Borrower shall be required to prepay and offer to prepay with respect to the Excess Cash Flow in respect of such fiscal year shall be governed by the proviso in the first sentence of Section 2.13(e)). The Borrower shall provide the Administrative Agent with written notice of any election described in the immediately preceding sentence to calculate Excess Cash Flow (and make the required prepayment and prepayment offer) as of the end of any fiscal quarter of any fiscal year no later than the earlier of (i) 45 days after the end of the applicable fiscal quarter and (ii) the date on which financial statements with respect to such applicable fiscal period are delivered pursuant to Section 5.04(b). For purposes of this Section 2.13(d), the term “fiscal period” shall mean a period of one or more consecutive fiscal quarters. (e) Notwithstanding any provision in this Agreement to the contrary, but subject to the right of each Term Lender to elect to decline all or any portion of any prepayment pursuant to Section 2.13(b), 2.13(c) or Section 2.13(d) as described below, the amount to be prepaid on any date pursuant to Section 2.13(b), 2.13(c) or 2.13(d) shall be applied to the prepayment (to the extent required to be so applied) of all Term Loans outstanding on such date; provided that, notwithstanding anything in this Agreement to the contrary, in the case of any prepayment pursuant to Section 2.13(d) in respect of a fiscal year (as opposed to any other fiscal period), on the date of any prepayment offer that is required to be made pursuant to such Section in respect of a fiscal year ended, (a) the Company shall be required to prepay outstanding Term Loans (under and as defined in the Opco Credit Agreement) by an amount equal to, if positive, (i)(A) 50% of the Base Annual ECF Sweep Amount for such fiscal year minus (B) the aggregate amount of any voluntary prepayment of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such applicable fiscal year (“Mandatory ECF Payment”) minus (ii) any amount that had been offered to, accepted by and prepaid to the Term Lenders (under and as defined in the Opco Credit Agreement) at any time during such fiscal year pursuant to clause (i) of the second sentence of Section 2.13(d) of the Opco Credit Agreement (such amount set forth in the preceding clause (ii) in respect of such fiscal year, the “Early Paid Amount”), and the Term Lenders (under and as defined in the Opco Credit Agreement) shall have no right to decline all or any portion of such required prepayment amount determined by such subtraction and (b) the Borrower shall be required to offer to the Term Lenders, and the Term Lenders shall have the right to decline all or any portion of such offered amount, an amount equal to, (x) (A) if the outstanding principal amount of Term Loans is greater than or equal to $500,000,000 as of the end of such fiscal year, the Pro Rata ECF Percentage of the Base Annual ECF Sweep Amount for such fiscal year and (B) if the outstanding principal amount of Term Loans is less than $500,000,000, 0% of the Base Annual ECF Sweep Amount for such fiscal year minus in each case (y) if the Early Paid Amount for such fiscal year was more than the Mandatory ECF Payment for such fiscal year, the amount by which such Early Paid Amount exceeded the Mandatory ECF Payment. No later than 5:00 p.m., New York City time, within the earlier of three Business Days (A) prior to the applicable prepayment date or (B) after the Borrower has offered prepayment of the Term Loans hereunder, each Term Lender may provide written notice to the Administrative Agent either (i) setting forth the maximum amount of the aggregate amount of its Term Loans that it wishes to have prepaid on such date pursuant to this Section (the “Requested Prepayment Amount”) or (ii) declining in its entirety any prepayment on such date pursuant to this Section. In the event that any Term Lender shall fail to provide such written notice to the Administrative Agent within the time period specified above, such Term Lender shall be deemed to have occurred elected a Requested Prepayment Amount equal to its ratable share of such mandatory prepayment (determined based on the percentage of the aggregate amount of all Term Loans represented by such Term Lender’s Term Loans as determined immediately prior to such prepayment and without taking into account any Requested Prepayment Amount of any other Lender). In the event that the amount of any mandatory prepayment to be made pursuant to this Section shall be equal to or exceed the aggregate amount of all Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment, each Term Lender electing (or deemed to be electing) such a prepayment shall have an amount of its Term Loans prepaid that is equal to such Term Lender’s Requested Prepayment Amount. In the event that the amount of any mandatory prepayment to be made pursuant to this Section shall be less than the aggregate amount of all Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment, each Term Lender electing (or deemed to be electing) such a prepayment shall have its Term Loans prepaid in an amount equal to the product of (A) the amount of such mandatory prepayment and (B) the percentage of the aggregate Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment represented by such Term Lender’s Requested Prepayment Amount. Any residual amounts after any mandatory prepayments are made pursuant to this Section 2.13(e) shall be retained by the Borrower. Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied against the remaining scheduled installments due in respect of the Term Loans under Section 2.11 as directed by the Borrower. (f) [Reserved]. (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 Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least ten days prior written notice of such prepayment, (and the Lenders Administrative Agent shall not have promptly provide the right same to require Borrower each Lender. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to repay be prepaid. All prepayments of Borrowings pursuant to this Section 2.13 shall be accompanied by accrued and unpaid interest on the Term Loans as a result principal amount to be paid to but excluding the date of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereofpayment and shall be subject to Section 2.16, but not indebtedness) of at least $25,000,000 in the aggregateshall otherwise be without premium or penalty.

Mandatory Prepayments. (a) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Mandatory Prepayment Event, then, subject to any limitations (including satisfaction of any repayment or redemption requirements) contained in the Existing Debt Instruments or in Existing Contractual Obligations, and unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within 2 days of such date toward the prepayment of the Term Loans as set forth in Section 2.12(c); provided, that, notwithstanding the foregoing, (i) If the Term Loans are accelerated following aggregate Net Cash Proceeds that may be excluded from the occurrence foregoing requirement pursuant to a Reinvestment Notice shall not exceed $500,000,000 in any fiscal year of an Event of Default, Borrower shall immediately pay to Lenders, payable to Holdings and (ii) on each Lender in accordance with its respective Pro Rata ShareReinvestment Prepayment Date, an amount equal to the sum of: (A) all outstanding principal Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 2.12(c); provided, further, that (i) any such Net Cash Proceeds from any Secured Mortgage Indebtedness shall not be excluded from the foregoing requirement pursuant to a Reinvestment Notice until there are no CMBS Bridge Loans outstanding and (ii) any such Net Cash Proceeds from any Refinancing Indebtedness shall be applied to prepay the Term Loans only to the extent that such Net Cash Proceeds are not applied to repay the Indebtedness being refinanced thereby. The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Pledge Agreement, a consent to the incurrence of any Indebtedness by any Group Member, or a consent to the consummation of any Disposition not permitted by Section 7.5. (b) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Holdings commencing with the fiscal year ending December 31, 2005, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date (subject to the limitations contained in the Existing Debt Instruments), (B) the Final Payment, (C) Tranche A Term Loans and Tranche B Term Loans shall be prepaid by an amount equal to fifty percent 75% of such Excess Cash Flow, as set forth in Section 2.12(c). Each such prepayment shall be made on a date (50%an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the Prepayment Feedate on which the financial statements of Holdings referred to in Section 6.1(a), plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at for the Default Rate 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. (c) Amounts to be applied in connection with prepayments made pursuant to Section 2.12(a) in connection with Secured Mortgage Indebtedness or any past due amountsrefinancing thereof shall be applied, first, to the prepayment of the CMBS Bridge Loans and, second, to the prepayment of the Tranche A Term Loans and Tranche B Term Loans in accordance with Section 2.18. Notwithstanding Amounts to be applied in connection with prepayments made pursuant to Section 2.12(a) in connection with the foregoingissuance of Capital Stock shall be applied, at the PTC124 Discontinuation shall not be deemed relevant Borrower's option, to have occurred (either the prepayment of the CMBS Bridge Loans or to the prepayment of the Tranche A Term Loans and the Lenders shall not have the right to require Borrower to repay the Tranche B Term Loans as a result in accordance with Section 2.18. Amounts to be applied in connection with prepayments made pursuant to Section 2.12(a) in connection with the incurrence of Indebtedness (other than any Secured Mortgage Indebtedness and any refinancings thereof) and any Asset Sale, Purchase Price Refund or Recovery Event shall be applied, first, to the prepayment of the PTC124 DiscontinuationTranche A Term Loans and the Tranche B Term Loans in accordance with Section 2.18 and, second, to the prepayment of the CMBS Bridge Loans. Amounts to be applied in connection with prepayments made pursuant to Section 2.12(b) shall be applied to the prepayment of the Tranche A Term Loans and the Tranche B Term Loans in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateaccordance with Section 2.18.

Mandatory Prepayments. The Borrowers shall make a prepayment of the Term Loans until paid in full upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) If Within 120 days after the Term Loans are accelerated following the occurrence end of an Event of Defaulteach Fiscal Year (commencing with Fiscal Year 2007), Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal 50% of the Term Loans plus accrued interest thereon through the prepayment dateExcess Cash Flow for such Fiscal Year, (B) the Final Paymentprovided, (C) the Prepayment Fee, plus (D) all other sumshowever, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect end of any Fiscal Year the Borrowers’ Total Debt to any past due amountsEBITDA Ratio is below 2.25 to 1.00, the Designated Proceeds shall be 25% of Excess Cash Flow for such Fiscal Year. (ii) In Concurrently with the event Borrower permanently discontinues Borrower’s pursuit receipt by any MPW Company of active development any Net Cash Proceeds from any issuance of Ataluren Capital Securities of any MPW Company (also known as PTC124®excluding (x) any issuance by a Subsidiary to the Company or another Subsidiary and (y) excluding Net Cash Proceeds from Capital Securities issued to Xxxxx X. Xxxxx or a Person who is not a natural person and that he controls and in which he holds equity securities more than 50% of representing the economic and voting rights, if such Net Cash Proceeds are to be used, and in fact are used, to acquire capital assets for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”issuing MPW Company), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to 100% of such Net Cash Proceeds. (iii) Concurrently with the sum of: receipt by any MPW Company of any Net Cash Proceeds from any issuance of any Debt of any MPW Company (Aexcluding Debt permitted by clauses (a) all outstanding principal through (g) of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement11.1), (B) the Final Payment, (C) in an amount equal to fifty percent 100% of such Net Cash Proceeds. (50%iv) Concurrently with the receipt by any MPW Company of any Net Cash Proceeds from any Asset Disposition. (v) Concurrently with any reduction in the Prepayment FeeReal Estate Term Loan Commitment, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at to the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and extent such reduction results in prior disbursements by the Lenders shall not have of such Real Estate Term Loan exceeding the right to require Borrower to repay the Real Estate Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateLoan Commitment.

Mandatory Prepayments. (i) If Immediately upon the receipt by Parent or any of its Subsidiaries of the proceeds of any Permitted Kasco Sale Transaction, Borrowers shall prepay the outstanding principal amount of the Obligations, the Working Capital Indebtedness and the Term Loans are accelerated following A Indebtedness, as the occurrence of an Event of Defaultcase may be, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with the Intercreditor Agreement and SECTION 2.3(E)(I) in an aggregate amount equal to 100% of the Net Cash Proceeds received by Parent or its respective Pro Rata ShareSubsidiaries in connection with such sale. Nothing contained in this SECTION 2.3(D)(I) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance the requirements of the definition of Permitted Kasco Sale Transaction or as otherwise permitted hereunder. (ii) Immediately upon the receipt by Parent or any of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d) of the definition of Permitted Dispositions or any Permitted Kasco Sale Transaction), Borrowers shall prepay the outstanding principal amount of the Obligations, the Working Capital Indebtedness and the Term A Indebtedness in accordance with the Intercreditor Agreement and SECTION 2.3(E)(II) in an amount equal to 100% of the sum of: Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by Parent or its Subsidiaries in connection with such sales or dispositions; PROVIDED that, so long as (A) all outstanding principal no Default or Event of the Term Loans plus accrued interest thereon through the prepayment dateDefault 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 Final Paymentcosts of replacement of the properties or assets that are the subject of such sale or disposition, casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, (C) the Prepayment Feemonies are held in a cash collateral account in which Lender (or, plus so long as the Working Capital Credit Agreement or the Term A Loan Agreement is in effect, Working Capital Agent or Term A Agent, as applicable, acting as agent for the Lender) has a perfected first-priority security interest, and (D) all other sumsBorrowers or their Subsidiaries, that as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall have become due 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 Borrowers and payabletheir Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, including Lenders’ Expensespurchase or construction being made or completed, if anyin which case, any amounts remaining in the cash collateral account shall be paid to Lender and interest at the Default Rate applied in accordance with respect SECTION 2.3(E)(II). Nothing contained in this SECTION 2.3(D)(II) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any past due amountsproperty or assets other than in accordance with SECTION 6.4. (iiiii) In Immediately upon the event Borrower permanently discontinues Borrower’s pursuit receipt by Parent or any of active development its Subsidiaries of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by any Extraordinary Receipts, Borrowers shall prepay the Lenders in their reasonable discretion) (outstanding principal amount of the “PTC124 Discontinuation”)Obligations, Borrower will give prompt written notice to Collateral Agent, the Working Capital Indebtedness and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender A Indebtedness in accordance with its respective Pro Rata Share, SECTION 2.3(e)(ii) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the sum of: issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreementother than Indebtedness permitted under SECTION 6.1(A), (B) the Final Payment), (C), (D), or (E)) or the issuance by Parent or any of its Subsidiaries of any shares of Parent's or its Subsidiaries' Stock (other than (A) the issuance of Stock under an employee stock option or incentive plan of any Loan Party to the extent permitted hereunder or (B) in the event that Parent or any Subsidiary of Parent forms a Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to Parent or such Subsidiary, as applicable), Borrowers shall prepay the outstanding principal amount of the Obligations, the Working Capital Indebtedness and the Term A Indebtedness in accordance with SECTION 2.3(E)(II) in an amount equal to fifty percent (50%) 100% of the Prepayment Fee, plus (DNet Cash Proceeds received by Parent or its Subsidiaries in connection with such issuance or incurrence. The provisions of this SECTION 2.3(D)(IV) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (be implied consent to any such issuance or incurrence otherwise prohibited by the terms and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result conditions of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatethis Agreement.

Mandatory Prepayments. (ia) If Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted to be incurred under Section 6.1), then on the date of such incurrence, the Term Loans are accelerated following the occurrence of an Event of Defaultshall be prepaid, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, by an amount equal to the sum of: amount of the Net Cash Proceeds of such incurrence. The provisions of this Section 2.7(a) do not constitute a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries. (Ab) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Casualty Event, then, unless a Reinvestment Notice shall be delivered in respect thereof on or prior to the date of such Asset Sale, on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, the Term Loans shall be prepaid, by an amount equal to the amount of such Net Cash Proceeds; provided, however, that no such prepayment shall be required under this Section 2.7(b) if (i) such Asset Sale is permitted by Section 6.4(a), (b), (c), (d), (e), (f) or(i), (ii) such Asset Sale (or series of related Asset Sales) (other than any Asset Sale referred to in clause (b) of the definition of Asset Sale) result in no more than $100,000 in Net Cash Proceeds and all Asset Sales during such fiscal year result in no more than $250,000 in Net Cash Proceeds; provided, further that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the Term Loans shall be prepaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Unless the Required Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending on December 31, 2012, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the lesser of (i) 50% of such Excess Cash Flow and (ii) the positive result, if any, of the balance of the Excess Liquidity as of such Excess Cash Flow Application Date minus the greater of (x) the Excess Liquidity required to be maintained by Borrower at such time and (y) $3,000,000 (it being agreed that if such result is less than or equal to zero, the amount determined in this clause (ii) shall be zero). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than three (3) Business Days after the date on which the financial statements of the Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made are delivered to the Administrative Agent. (d) Unless the Required Lenders shall otherwise agree, if on any date the Parent or the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the issuance of any Capital Stock, then, on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, the Term Loans shall be prepaid, by an amount equal to the amount of such Net Cash Proceeds; provided, however, that no such prepayment shall be required (i) with respect to Net Cash Proceeds in an aggregate amount not to exceed $1,000,000 for any sale of Capital Stock by Parent as long as such Net Cash Proceeds are contributed to Borrower for general corporate and working capital purposes and (ii) to the extent such Net Cash Proceeds are used to pay all or a portion of the purchase price for a Permitted Acquisition or all or a portion of the transaction fees, costs and expenses incurred in connection with such Permitted Acquisition. (e) Unless the Required Lenders shall otherwise agree, if on any date there is a payment of the benefits of the life insurance policy described in Section 4.18, then, on the date of receipt of such proceeds, the Borrower shall cause to be paid to the Administrative Agent an amount of such proceeds equal to the lesser of (i) the outstanding principal amount of the Term Loans plus any accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) that has not been capitalized and all other sums, that shall have become due Obligations payable to the Administrative Agent and payable, including Lenders’ Expenses, if any, the Lenders and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit amount of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined such proceeds received by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.

Mandatory Prepayments. (a) Upon receipt by Holdings, the Borrower or any of its Subsidiaries of, and subject to the terms of the Intercreditor Agreement and 2.6(b), (i) If Net Cash Proceeds arising from an Asset Sale, Recovery Event or Debt Issuance, the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay prepay the Loans in an amount equal to Lenders100% of such Net Cash Proceeds; or (ii) Net Cash Proceeds arising from an Equity Issuance, payable the Borrower shall immediately prepay the Loans in an amount equal to 50% of such Net Cash Proceeds, in the case of clause (i) or (ii), minus an amount equal to the portion of such Net Cash Proceeds paid pursuant to the First Lien Credit Agreement; provided, however, that in the case of any Net Cash Proceeds constituting the Reinvestment Deferred Amount with respect to a Reinvestment Event, the Borrower shall prepay the Loans in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event; provided, however, that the amount of Net Cash Proceeds received in the same Fiscal Year from one or more Reinvestment Events that may be specified as Reinvestment Deferred Amounts in one or more Reinvestment Notices shall not exceed $20,000,000 in the aggregate for all such Net Cash Proceeds so received. Any such mandatory prepayment shall be applied in accordance with Section 2.7(b) below. (b) Subject to the Intercreditor Agreement, any prepayments made by the Borrower required to be applied in accordance with this Section 2.7 shall be applied to prepay the outstanding principal balance of such Loans, until such Loans shall have been prepaid in full. Payments in respect of Loans received by the Administrative Agent shall be distributed to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal such Lender’s Ratable Portion of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsLoans. (iic) In No later than the event time at which the Borrower permanently discontinues Borrower’s pursuit makes any mandatory prepayment to the Administrative Agent pursuant to this Section 2.7, the Borrower shall notify the Administrative Agent in writing of active development the amount of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, any such mandatory prepayment and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregatereason therefor.

Mandatory Prepayments. (a) In the event of any termination of all the Commitments, the Borrower shall repay or prepay all its outstanding Borrowings on the date of such termination. In the event of any partial reduction of the Commitments, then (i) If at or prior to the Term Loans effective date of such reduction, the Administrative Agent shall notify the Borrower and the Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, first, prepay Borrowings in an amount sufficient to eliminate such excess and second, to the extent of any remaining excess (after the prepayment of Loans), replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. (b) In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are accelerated following required to be used to prepay the occurrence of an Event of DefaultLoans, then the Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the sum of: case may be, to prepay outstanding Loans and/or cash collateralizing Letters of Credit in accordance with Section 2.13(a). (Ac) all outstanding principal The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, a certificate signed by a Financial Officer of the Term Loans plus accrued interest thereon through Borrower setting forth in reasonable detail the calculation of the amount 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 (Bor portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (d) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay Eurodollar Loans on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (d). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Borrowings to be prepaid, as the case may be; provided, however, that (i) the Final PaymentAdministrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (Cii) the Prepayment Fee, plus (D) all other sums, that Administrative Agent shall have become due no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall have occurred and payablebe continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, including Lenders’ Expensesthe Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and interest at reinvested and disbursed as specified above. If the Default Rate with respect maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any past due amounts. (ii) In of the event Obligations. The Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by hereby grants to the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Administrative Agent, for its benefit and the Lenders shall have benefit of the right, upon written notice to Borrower, to require Borrower to repay Issuing Bank and the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender a security interest in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at Account to secure the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregateObligations.

Mandatory Prepayments. (i) If at any time, the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender Loan A Amount is redetermined in accordance with its respective Pro Rata ShareSECTION 2.2(a)(iii) and, as a result thereof, the outstanding principal amount of the Term Loan A is in excess of the Term Loan A Amount, Borrowers shall within 5 Business Days of such redetermination pay to Agent an amount equal to such excess, to be applied pro rata to the sum of: remaining principal installments of the Term Loan A. (Aii) all Upon the occurrence of any Permitted Disposition described in clause (f) or (h) of the definition of Permitted Disposition, Borrowers shall repay the outstanding amount of the Term Loan A (or if such Term Loan A is repaid in full, the outstanding amount of the Term Loan B and if such Term Loan B is repaid in full, the Obligations in accordance with SECTION 2.4(b)) in an amount equal to 100% of the net cash proceeds received (after deducting therefrom reasonable expenses related thereto) by any Loan Party in connection therewith, the amount of such repayment to be applied pro rata to the remaining principal installments of the Term Loan A. (iii) Upon the issuance or incurrence by AMTROL Portugal of any Indebtedness in excess of (pound sign)12,000,000, Borrowers shall repay the outstanding amount of the Term Loan B (or if such Term Loan B is repaid in full, the outstanding amount of the Term Loan A and if such Term Loan A is repaid in full, the Obligations in accordance with SECTION 2.4(b)) in an amount of 100% of such excess incurred (after deducting therefrom reasonable expenses related to the incurrence of such Indebtedness) by any Loan Party in connection therewith. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the consummation of the transaction described in clause (g) of the definition of Permitted Disposition, Borrowers shall repay the outstanding amount of the Term Loan B (or if such Term Loan B is repaid in full, the outstanding amount of the Term Loan A and if such Term Loan A is repaid in full, the Obligations in accordance with SECTION 2.4(B)) in an amount equal to 100% of the net cash proceeds of such transaction (after deducting therefrom reasonable expenses related thereto) in connection therewith, the amount of such repayment to be applied pro rata to the remaining principal installments of the Term Loan B. (v) Upon the receipt by any Loan Party of any payment for any loss under any insurance policy or any award or compensation for condemnation or taking by eminent domain in respect of any Equipment or Real Property Collateral, which payment the Required Lenders elect, pursuant to SECTION 6.8, to apply to the prepayment of the Obligations, Borrowers shall repay the outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, Loan A (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, or if any, and interest at the Default Rate with respect to any past due amounts. (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the such Term Loans Loan A is repaid in full, the outstanding amount of the Term Loan B and if such Term Loan B amount is repaid in which case Borrower shall immediately pay to Lendersfull, payable to each Lender the Obligations in accordance with its respective Pro Rata Share, SECTION 2.4(b)) in an amount equal to 100% of the sum of: net cash proceeds received (Aafter deducting therefrom reasonable expenses related thereto) all outstanding by any Loan Party in connection therewith, the amount of such repayment to be applied pro rata to the remaining principal installments of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.Loan A.

Mandatory Prepayments. (ia) If on any date the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lendersreceive any distribution or dividend from any Foreign Subsidiary of the Borrower, payable to each Lender in accordance with its respective Pro Rata Sharethen, an amount equal to 100% of such distribution or dividend less the sum of: (A) all outstanding principal amount of taxes payable or reasonably estimated by the Borrower to be payable as a result of such repatriation shall be applied on such date to the prepayment of the Term Loans plus accrued interest thereon through as set forth in Section 2.6(c); provided that no such mandatory prepayment shall be required under this Section 2.6(a) if the prepayment date, distribution or dividend is (Bi) made in the Final Payment, ordinary course of business or (Cii) the Prepayment Fee, plus an intercompany payment (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amountsrepayments of receivables or intercompany debt). (iib) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders If on any date any Group Member shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Sharereceive Net Cash Proceeds from any Specified Debt Incurrence or Specified Equity Issuance, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date to the sum of: (A) all outstanding principal prepayment of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of 2.6(c); provided that no such mandatory prepayment shall be required under this Agreement), Section 2.6(b) (Bi) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to the incurrence of any past due amounts. Notwithstanding Specified Debt Incurrence constituting Indebtedness secured by a Lien, (ii) from the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result proceeds from any offering of the PTC124 DiscontinuationPermitted Senior Unsecured Notes and (iii) to the extent any such proceeds are applied pursuant to any equivalent mandatory prepayment requirements under the Senior Secured Credit Facility (such election under this clause (iii) to be made by the Borrower in its sole discretion). (c) Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied to the event that after prepayment of the Effective Date Borrower receives Loans in accordance with Section 2.12(b). The application of any prepayment pursuant to this Section 2.6 shall be made on a lump sum cash payment(s) (which payment(s) pro rata basis to the then outstanding Loans being repaid irrespective of whether such outstanding Loans are recognized ABR Loans or Eurodollar Loans. Each prepayment of the Loans under this Section 2.6 shall be accompanied by Borrower as revenue or equity, or any combination thereof, but not indebtedness) accrued and unpaid interest to the date of at least $25,000,000 in such prepayment on the aggregateamount prepaid.

Mandatory Prepayments. (iA) If Sale or Disposition of Assets. So long as all Lender Indebtedness has been indefeasibly paid in full and the Term Loans are accelerated following Commitments have been terminated, in addition to all other payments of the occurrence of an Event of DefaultLoan required hereunder, Borrower the Company shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, prepay the Loan by an amount equal to the sum of: (A) 100% of all outstanding principal of the Term Loans plus accrued interest thereon through Net Cash Proceeds from any sale or other disposition of any assets (other than the prepayment datesale of inventory in the ordinary course of business upon customary credit terms, (Bsales of scrap or obsolete material or equipment which are not material in the aggregate, sales of assets pursuant to a Permitted Securitization Transaction, disposition of Cash Equivalents, sales of assets described on Schedule 5.2(i) of the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due Senior Credit Agreement and payabletransfers of assets, including Lenders’ Expenseswithout limitation Capital Stock, if anybetween Guarantors or between the Company and Guarantors or between Subsidiaries which are not Guarantors or from a Subsidiary which is not a Guarantor to a Guarantor or the Company) in excess of $2,000,000 in aggregate amount in any fiscal year (other than such Net Cash Proceeds from the sale of assets which are used or contractually committed to be used within 180 days of the date received to replace the assets so sold or otherwise disposed of with an asset of comparable value or to acquire an asset of comparable value), which payments shall be due twenty (20) days after the end of each month for all such sales and other dispositions during such month. So long as all Lender Indebtedness has been indefeasibly paid in full and the Commitments have been terminated, the Company shall provide an Officer’s Certificate to the Lender within twenty (20) days after each sale of assets which, but for the above parenthetical, would cause a prepayment under this Section 2.3(a)(ii)(A), which certificate shall describe such sale of assets and estimate when such Net Cash Proceeds will be used to purchase assets of a comparable value, and interest at if such Net Cash Proceeds are not used or contractually committed to be used within one-hundred eighty (180) days after such sale or such earlier date when the Default Rate Company has determined not to purchase assets of comparable value with respect to any past due amounts. (ii) In such Net Cash Proceeds, the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known Company will then prepay the Loan with such Net Cash Proceeds. So long as PTC124®) for all therapeutic indications (as determined by the Lenders Lender Indebtedness has been indefeasibly paid in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, full and the Lenders Commitments have been terminated, the Company shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, apply an amount equal to the sum of: (A) all outstanding principal 100% of the Term Loans plus accrued interest thereon through Net Cash Proceeds that the prepayment date (accrued at Company so receives to the applicable interest rate repayment of the Loan, as set forth provided in Section 2.3 of this Agreement), 2.3(a)(iii) below. (B) Issuance of Capital Stock; Incurrence of Subordinated Debt. So long as all Lender Indebtedness has been indefeasibly paid in full and the Final PaymentCommitments have been terminated, (C) in addition to all other payments of the Loan required hereunder, the Company shall prepay the Loan by an amount equal to fifty percent (50%) 100% of the Prepayment Fee, plus Net Cash Proceeds from (Di) all the issuance or other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to sale of any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result Capital Stock of the PTC124 DiscontinuationCompany or any of its Subsidiaries (excluding such Net Cash Proceeds from Capital Stock issued to employees, directors or consultants of the Company or its Subsidiaries up to $10,000,000 in any 12 month period) in or (ii) the event that incurrence of any Subordinated Debt by the Company or any of its Subsidiaries on or after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) to the extent the amount of at least $25,000,000 such Subordinated Debt in the aggregateaggregate exceeds an amount equal to $150,000,000 minus the aggregate amount of the Loan. So long as all Lender Indebtedness has been indefeasibly paid in full and the Commitments have been terminated, the Company shall apply an amount equal to 100% of the Net Cash Proceeds that the Company so receives to the repayment of the Loan, as provided in Section 2.3(a)(iii) below.

Mandatory Prepayments. (a) Unless the Required 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 Restricted Subsidiaries an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Lenders shall otherwise agree, if on any date any of the Borrower or any Subsidiary Guarantor 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, on the date (the “Trigger Date”) that is six months after the applicable 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 Lenders shall otherwise agree, if, for any fiscal year of the Parent commencing with the fiscal year ending on or nearest to December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) If the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all prepayments or cash collateralization of ABL Indebtedness during such fiscal year to the extent accompanied by permanent optional reductions of the commitments under the ABL Facility and (B) all optional prepayments of the Term Loans during such fiscal year pursuant to Section 2.11(a), 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 Business Days after the date on which the financial statements of the Parent referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are accelerated following required to be delivered to the occurrence Lenders. (d) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the prepayment of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender the Term Loans in accordance with its respective Pro Rata ShareSection 2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d), 2.18 or 10.7, with respect to the amount of any mandatory prepayment described in Section 2.12 that is allocated to Term Loans (which, for avoidance of doubt, includes 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 avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit 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 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 the Borrower. (f) Notwithstanding any other provisions of this Section 2.12, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable organizational documents or (z) prohibited, delayed or restricted any agreement permitted by Section 7.13, an amount equal to the sum of: (A) all outstanding principal portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans plus accrued interest thereon through at the prepayment datetimes provided in this Section 2.12 so long, but only so long, as the applicable local law or applicable organizational documents would not otherwise permit repatriation to the United States (B) the Final PaymentBorrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, (C) even if the Prepayment FeeBorrower does not intend to actually repatriate such cash, plus (D) all other sums, so that shall have become due and payable, including Lenders’ Expenses, if anyan amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.12), and interest at if within one year following the Default Rate with respect to date on which the respective prepayment would otherwise have been required such repatriation of any past due amounts. of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable organizational documents (ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”even if such cash is actually not repatriated), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (Aand in any event not later than two Business Days) all outstanding principal applied (net of an amount equal to the additional taxes that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans plus accrued interest thereon through pursuant to this Section 2.12 and (ii) to the prepayment date (accrued at extent that the applicable interest rate as set forth Borrower has determined in Section 2.3 good faith that repatriation of this Agreement)any Foreign Subsidiary Excess Cash Flow would have adverse tax cost consequences with respect to such Foreign Subsidiary Excess Cash Flow, (B) the Final Payment, (C) an amount equal to fifty percent (50%) such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.12; provided that for purposes of the Prepayment Feethis Section 2.12, plus (D) all other sumsExcess Cash Flow shall be deemed allocable to each Foreign Subsidiary, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding period, in an amount equal to (i) the foregoingConsolidated EBITDA of such Foreign Subsidiary for such period, divided by (ii) the PTC124 Discontinuation Consolidated EBITDA of Parent and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall not be deemed to have occurred (exclude any reduction from interest and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result principal payments in respect of the PTC124 Discontinuation) Obligations). For the avoidance of doubt, nothing in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equitythis Agreement requires, or is intended to require, any combination thereof, but not indebtedness) actual repatriation of at least $25,000,000 in the aggregateany Foreign Subsidiary Excess Cash Flow.

Mandatory Prepayments. (ia) If Unless the Term Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued (excluding any Capital Stock issued by DOC to the Parent or by a Wholly-Owned Subsidiary of DOC to the direct parent of such Subsidiary), or any Indebtedness shall be incurred (excluding any Indebtedness incurred pursuant to Section 7.2 (as such section is in effect on the date of this Agreement), other than pursuant to Section 7.2(j)), by DOC or any of its Subsidiaries, then on the date of such issuance or incurrence, the Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the prepayment dateissuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, (B) or a consent to the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to incurrence of any past due amountsIndebtedness by DOC or any of its Subsidiaries. (iib) In Unless the event Borrower permanently discontinues Borrower’s pursuit Required Prepayment Lenders shall otherwise agree, if on any date DOC or any of active development its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (which may be delivered, and pursuant to which any such reinvestment may be made, only if no Default or Event of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”Default has occurred which is continuing), Borrower will give prompt written notice to Collateral Agentwithin 20 days following the date of receipt by DOC or any of its Subsidiaries of such Net Cash Proceeds, and the Lenders Loans shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: (A) all outstanding principal amount of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate such Net Cash Proceeds, as set forth in Section 2.3 of this Agreement2.12(d); provided that, (B) notwithstanding the Final Paymentforegoing, (C) on each Reinvestment Prepayment Date the Loans shall be prepaid by an amount equal to fifty percent (50%) of the Reinvestment Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the consummation of any past due amounts. Notwithstanding Disposition not permitted by Section 7.5. (c) Unless the foregoingRequired Prepayment Lenders shall otherwise agree, if, at the end of any fiscal year of DOC, the PTC124 Discontinuation Parent Leverage Ratio for the preceding four fiscal quarters is equal to or greater than 4.15 to 1, the Loans shall not be deemed prepaid by an amount equal to have occurred 50% of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment shall be made on a date (and an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of DOC referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) (i) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall not have be applied, subject as provided in clause (d)(ii) below, first, to the right to require Borrower to repay prepayment of the Term Loans as a result and, second, to the prepayment of the PTC124 Discontinuation) in Revolving Credit Loans outstanding (but without reducing the event Revolving Credit Commitment). Each such prepayment of the Term Loans shall be applied pro rata to reduce the remaining repayment installments thereof pursuant to Section 2.3; provided that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but amounts prepaid with respect to the Term Loans may not indebtedness) of at least $25,000,000 in the aggregatebe reborrowed.