Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (ai) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or any reduction in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), the total Revolving Credit Commitments or at any other time, Exposures exceeds the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitmenttotal Commitments, then the Borrowers shall, Borrower shall (A) prepay the Borrowings on the date of such termination or reduction or at in an aggregate principal amount equal to such other timeexcess, repay or prepay Revolving Loans andand (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, after the Revolving Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory pay to the Administrative Agent and each Issuing Bank with respect to) Letters on behalf of Credit issued by such Issuing Bank in the Lenders an amount sufficient equal to eliminate such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) Not later than Upon any redetermination of or adjustment to the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year amount of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit Borrowing Base in accordance with Section 2.13(f2.07(d) or Section 8.13(c), if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall eliminate such Borrowing Base Deficiency by electing to (w) make such prepayment and/or deposit of cash collateral in an aggregate principal amount equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, (x) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the first installment being due and payable thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, and each subsequent installment being due and payable on the same day in each of the five (5) subsequent calendar months, (y) provide additional Oil and Gas Properties or other collateral acceptable to each of the Lenders in their sole discretion (together with title information with respect thereto acceptable to the Administrative Agent) sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base; or (z) effect any combination of the foregoing clause (w), clause (x) and clause (y) in amounts necessary to eliminate such Borrowing Base Deficiency; provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount all payments required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required made pursuant to this Section 2.13(b3.04(c)(ii) must be made on or prior to the Termination Date. The Borrower shall be reduced accordinglymake such election in writing to the Administrative Agent within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base. To If a Borrowing Base Deficiency remains after prepaying all of the extent the holders Borrowings as a result of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidan LC Exposure, the declined amount Borrower shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied pay to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction Agent on behalf of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply Lenders an amount equal to 100% of such Net Cash Proceeds Borrowing Base Deficiency to prepay outstanding Loans and/or be held as cash collateralize outstanding Letters of Credit collateral as provided in accordance with Section 2.13(f2.08(j). (diii) In Upon any adjustments to the event that Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f) if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction Agent on behalf of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply Lenders an amount equal to 100% such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make the foregoing prepayment and/or deposit of such Net Cash Proceeds cash collateral prior to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof or contemporaneously with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis closing date of the aggregate outstanding principal amount of the Loansapplicable disposition, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereofLiquidation. (iv) to the Each prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required Borrowings pursuant to this Section 2.13(d3.04(c) shall be reduced accordingly. To the extent the holders applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any SOFR Borrowings then outstanding, and if more than one SOFR Borrowing is then outstanding, to each such SOFR Borrowing in order of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance priority beginning with the terms hereofSOFR Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the SOFR Borrowing with the most number of days remaining in the Interest Period applicable thereto. (ev) [reserved]. (f) Mandatory prepayments under Each prepayment of Borrowings pursuant to this Section 2.13(b), (c) and (d3.04(c) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied ratably to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except included in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver prepaid Borrowings. Prepayments pursuant to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i3.04(c) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect required by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Section 3.02.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrowers shallBorrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to . In the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters event of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrowers Borrower shall, on the date of such reduction or at such other timetermination, repay or prepay Revolving Loans and, after the Revolving Loans shall have been repaid Credit Borrowings or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) cash-collateralize outstanding Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (bc) Not later than the fifth Business Day following the receipt by the Administrative The Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the Net Cash Proceeds received with respect thereto definition of such term) to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit Borrowings in accordance with Section 2.13(f)paragraph (d) below; provided that provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time that any such prepayment would of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or apply any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, of receipt thereof the Borrowers are required Leverage Ratio is not greater than 2.50 to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly1.00. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, Agent (i) at the time of each prepayment required under this Section 2.13paragraph (c), (i) a certificate signed by a Responsible Financial Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to not later than the extent practicable, at least three later of (3A) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which a Responsible Officer of the Borrower becomes aware that such mandatory prepayment would otherwise be required to will be made hereunder and (B) the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount date that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within is three Business Days following prior to the date on which of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Net Proceeds therefrom.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit CommitmentsCommitments of a Class, the applicable Borrowers shall, on the date of such termination, repay or prepay all its their respective outstanding Revolving Loans Credit Borrowings (and all outstanding Swing Line Loans N.Z. Swingline Borrowings (in the case of a termination of the Multicurrency Revolving Credit Commitments) of such Class, and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bankof the applicable Class and/or deposit an amount equal to the L/C Exposure of the applicable Class in cash in a cash collateral account established with the Administrative Agent for the benefit of the applicable Lenders. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other timeof a Class, the Aggregate Domestic Revolving Credit Exposure (plus the Aggregate Competitive Loan Exposure), Aggregate Multicurrency Revolving Credit Exposure or Aggregate U.K. Revolving Credit Exposure would exceed the Total Domestic Revolving Credit Commitment, Total Multicurrency Revolving Credit Commitment or Total U.K. Revolving Credit Commitment, respectively, after giving effect thereto, then the applicable Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings (and/or N.Z. Swingline Loans and(in the case of the Multicurrency Revolving Credit Commitments) and/or, after subject to Section 2.12, Competitive Loans (in the case of Domestic Revolving 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 Bank with respect toCredit Commitments)) and/or cash collateralize Letters of Credit issued by such Issuing Bank of the applicable Class in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or If as a result of fluctuations in exchange rates, on any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premiumCalculation Date, (i) firstthe Aggregate Multicurrency Revolving Credit Exposure would exceed 105% of the Total Multicurrency Revolving Credit Commitment, pro rata among (ii) the Term Aggregate U.K. Revolving Credit Exposure would exceed 105% of the Total U.K. Revolving Credit Commitment, (iii) the portion of the Multicurrency Revolving Credit Exposure represented by Loans to or Letters of Credit issued for the account of the Canadian Borrower would exceed 105% of the Canadian Sublimit or (if any)iv) the portion of the Multicurrency Revolving Credit Exposure represented by Loans to or Letters of Credit issued for the account of the Australian Borrower and the New Zealand Borrower would exceed 105% of the ANZ Sublimit, then, in each case, being applied to the remaining scheduled amortization payments relating to applicable Borrowers shall, within three Business Days of such Term Loans in direct order of maturityCalculation Date, (ii) second, to prepay Revolving Loans and(or N.Z. Swingline Loans, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Multicurrency Revolving Credit Commitments) and (v) and/or cash collateralize Letters of Credit such that the applicable exposure does not exceed the applicable commitment or sublimit set forth above without giving effect to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), words “Declined Amounts105% of”).

Mandatory Prepayments. (a) In the event of (i) If on any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeRevaluation Date, the Aggregate Revolving Credit Exposure would exceed 105% of the Total Revolving Credit Commitment, then (A) the Borrowers Borrower shall, on the date of such reduction or at such other timeRevaluation Date, repay or prepay Revolving Credit Borrowings or Swingline Loans and(or a combination thereof) owing by the Borrower in a Principal Amount such that, after giving effect to such repayment or prepayment, the Aggregate Revolving Credit Exposure does not exceed the Total Revolving Credit Commitment and (B) after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, the Borrower shall replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase repayment or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Revolving Credit that would have otherwise been required Borrowings pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d2.13(a)(i) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans then existing Classes of Revolving Credit Commitments, unless (if any), in each case, being applied to x) such a repayment or prepayment is made on (1) the remaining scheduled amortization payments relating to such Term Loans in direct order Maturity Date of maturity, a given Class of Revolving Credit Commitments or (ii2) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters the date of Credit (in an amount equal to the Minimum Collateral Amount) on any termination of all or a pro rata basis, in each case, with no corresponding permanent reduction portion of the Revolving Credit Commitments of a given Class pursuant to clause (except iv) of the proviso in the case first sentence of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x2.09(c), in which case the such repayments or prepayments shall be applied first to Revolving Credit Borrowings incurred under such maturing or terminating Class of Revolving Credit Commitments shall be permanently reduced by the amount or (y) with respect to any Class of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Incremental Revolving Loans that are not made in connection with the termination Credit Commitments or permanent reduction of the Other Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 Lenders in respect thereof 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. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice have elected less than ratable treatment with respect to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount termination of such mandatory prepayment Class of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination in full of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans Borrowings and all its outstanding Swing Line Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all its outstanding Letters of Credit issued by such and/or deposit an amount equal to the Revolving L/C Exposure in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, after giving effect thereto, then the Borrowers Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Borrowings or Swingline Loans and, after the Revolving 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 Bank with respect toa combination thereof) and/or cash collateralize Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. Each prepayment under this Section 2.13(a) shall be made on a pro rata basis among the Revolving Commitments based on the Pro Rata Percentages of each Lender. (b) Not later than (i) In the fifth Business Day following event that, pursuant to Section 6.04, the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of is required to commence an Asset Sale by Offer, the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds shall, to the extent required under the applicable Joinder, prepay the Term Loans, New Term Loans and Refinancing Term Loans then outstanding according to the procedures and in respect of any the amounts specified below. The Asset Sale in excess of $5,000,000 in any fiscal year Offer shall be made to all Term Lenders, New Term Lenders and Refinancing Term Lenders and, at the election of the BorrowersBorrower, to other holders of other Indebtedness under Credit Facilities that is pari passu with the Borrowers shall apply 100% of Guaranteed Obligations and that constitutes Priority Lien Debt (as defined in the Net Cash Proceeds received Collateral Trust Agreement) containing provisions similar to those set forth in this Agreement with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be requiredoffers to prepay, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (purchase or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis redeem with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds sales of such Asset Sale assets on a pro rata basis (determined and within any Class on a pro rata basis to the basis applicable Lenders). The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by Applicable Laws (the “Offer Period”). No later than three Business Days after the termination of the aggregate outstanding principal amount of Offer Period (the Loans“Prepayment Date”), outstanding Letters of Credit and the aggregate outstanding principal amount of Borrower shall apply all Excess Proceeds (the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof“Offer Amount”) to the prepayment of the Term Loans, New Term Loans and Refinancing Term Loans then outstanding with respect to which the Lenders thereof shall have elected a prepayment with such Excess Proceeds and, if applicable and at the Borrower’s election, to the cash collateralization of Letters of Credit and to prepayment or the repurchase or prepayment of Other Applicable Indebtednesspurchase, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if anyas applicable, of such Net Cash Proceeds shall be allocated to the Loans and Letters of other pari passu Indebtedness under Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly Facilities (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, if applicable) or, if less than the Offer Amount has been accepted in each case, with no corresponding permanent reduction such Asset Sale Offer at the end of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x)applicable Offer Period, in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, New Term Loan Loans and Refinancing Term Loans then outstanding with respect to which the Lenders may waive by written notice to thereof shall have elected a prepayment with such Offer Amount. If the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the aggregate principal amount of such mandatory prepayment of the Term Loans, (ii) if any New Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepaymentLoans, all of the amount that otherwise would have been applied to mandatorily prepay the Refinancing Term Loans of and such Lender other pari passu Indebtedness accepting such Asset Sale Offer exceeds the Offer Amount, such prepayment or Lenders purchase shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders made on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)basis with respect thereto.

Mandatory Prepayments. (ai) In If, on any date and for any reason (except for the event reason set forth in Section 2.06(c)(iv)),, the Outstanding Amount of any termination of all L/C Obligations exceeds the Revolving Credit CommitmentsL/C Sublimit, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly will immediately (and in any event within five (5) three Business Days after thereof) Cash Collateralize the date Outstanding Amount of such rejection) be applied to prepay the Loans L/C Obligations in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)excess. (dii) In If, on any date the event that Total Revolving Credit Outstandings, less the Administrative Borrower or amount of L/C Obligations Cash Collateralized, exceeds the Aggregate Revolving Credit Commitments then in effect, including after giving effect to any Restricted Subsidiary (or any other Person at the direction reduction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the BorrowersAggregate Revolving Credit Commitments pursuant to Section 2.07, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly will immediately (and in any event within five (5) three Business Days after thereof), and without notice or demand, prepay the date outstanding principal amount of the Revolving Credit Loans and Swing Line Loans and the amount of L/C Borrowings by an amount equal to the applicable excess. Any such rejection) prepayment will be applied applied, first, to any L/C Borrowings, second, to prepay the any outstanding Swing Line Loans in accordance with the terms hereofand third, to prepay any outstanding Revolving Credit Loans. (eiii) [reserved]If, following any reduction of the Aggregate Revolving Credit Commitments pursuant to Section 2.07, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (including as reduced by such reduction), the Borrowers will prepay on the reduction date the Outstanding Amount of Swing Line Loans by an amount equal to the amount by which such Outstanding Amount exceeds the Swing Line Sublimit. (fiv) Mandatory prepayments under If, following any reduction of the Aggregate Revolving Credit Commitments pursuant to Section 2.13(b2.07, the Outstanding Amount of L/C Obligations would exceed the L/C Sublimit (including as reduced by such reduction), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to Borrowers will Cash Collateralize the remaining scheduled amortization payments relating to Outstanding Amount of such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (L/C Obligations in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)excess. (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In If on any date the event sum of any termination (i) the aggregate outstanding principal amount of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and Swingline Loans (after giving effect to all outstanding Swing Line Loans and replace or cause to be canceled other repayments thereof on such date) plus (or make other arrangements satisfactory to ii) the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters Letter of Credit issued by Outstandings on such Issuing Bankdate, exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans, in an aggregate amount equal to such excess. If, after giving effect to any partial reduction the prepayment of the all outstanding Swingline Loans and Revolving Credit Commitments or at any other timeLoans, the Aggregate Revolving aggregate amount of Letter of Credit Exposure would exceed Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Commitment, then the Borrowers shall, on the date of such reduction or Outstandings at such other time, repay or prepay Revolving Loans and, after ) and the Revolving Loans Administrative Agent shall have been repaid or prepaid in full, replace or cause hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be canceled (or make other arrangements entered into in form and substance reasonably satisfactory to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank (which shall permit certain investments in an amount sufficient Cash Equivalents reasonably satisfactory to eliminate such excessthe Administrative Agent until the proceeds are applied to the secured obligations). (b) Not later than the fifth Business Day following the receipt With respect to each repayment of Loans required by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowersthis Section 4.02, the Borrowers shall apply 100% Borrower may designate the Types of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with to be repaid and the Obligationsspecific Borrowing(s) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale which made; provided, that (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers i) Eurodollar Loans may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required designated for repayment pursuant to this Section 2.13(b4.02 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be reduced accordinglyimmediately converted into Base Rate Loans; and (iii) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. To In the extent absence of a designation by the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidBorrower as described in the preceding sentence, the declined amount shall promptly (and Administrative Agent shall, subject to the above, make such designation in any event within five (5) Business Days after the date of such rejection) be applied its sole discretion with a view, but no obligation, to prepay the Loans in accordance with the terms hereofminimize breakage costs owing under Section 1.11. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant Notwithstanding anything to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit contrary contained elsewhere in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premiumAgreement, (i) first, pro rata among the Term all then outstanding Swingline Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by repaid in full on the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment Swingline Expiry Date and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by repaid in full on the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Maturity Date.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing BankLoans. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excessLoans. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the BorrowersReceipt, the Borrowers Borrower shall not later than the fifth third Business Day following the receipt of such Net Cash Proceeds Casualty Event Receipt by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds Casualty Event Receipt to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f2.12(e); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (ec) [reserved]In the event a Deficiency exists, the Borrower shall within ten (10) days after written notice from the Administrative Agent to the Borrower of such Deficiency, notify the Administrative Agent that it intends to take one or more of the following actions, in each case within ninety (90) days after such election, to (x) provide additional Perfected Mortgaged Properties with and appraised value sufficient to eliminate the Deficiency, or (y) prepay outstanding Loans in an amount sufficient to eliminate the Deficiency. (fd) Mandatory prepayments under Section 2.13(b), (c2.12(b) and (dc) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, premium to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)Commitments. (ge) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.12, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 2.12 shall be subject to Section 2.162.15, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Revolving Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans Credit Borrowings and replace or cause to be canceled (or make other cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect toBank) all outstanding Letters of Credit issued by each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timetime (including on any Calculation Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Revolving Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans Credit Borrowings and, after the Revolving Loans Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled (or make other cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each such Issuing Bank with respect toBank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in Prepayment Date with respect of to any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersSale, the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred since the 2016 Restatement Date, from the 2016 Restatement Date) exceeds $100,000,000 (or, if an asset sale offer or prepayment is required at a lower threshold under the definitive documentation governing any Material Indebtedness, such lower threshold) and (ii) with respect to the Net Cash Proceeds of any Asset Sale, to the extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase Senior Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations with the proceeds of such Asset Sale, the Net Cash Proceeds to be applied to prepay outstanding Term Loans pursuant to this clause (b) shall be reduced by an amount equal to the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2016, and (ii) the date that any is 10 days following the date on which the financial statements with respect to such prepayment would be requiredperiod are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 3.0 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 3.0 to 1.0 and greater than 2.5 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended (it being understood that no prepayment pursuant to this Section 2.13(c) shall be required in respect of the fiscal year then ended if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.5 to 1.0), in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (not made with funds received in connection with a refinancing of all or any Permitted Refinancing Debt thereof portion of such Indebtedness minus (C) the amount of cash used to make permanent voluntary prepayments, repurchases or redemptions, as the case may be, of Term Loans pursuant to Section 2.12(b) or 9.04(m) or of Senior Secured Notes (and the repayment or redemption of Senior Secured Notes upon the maturity thereof) during such fiscal year but only to the extent that is the Term Loans and Senior Secured Notes so prepaid, repaid, repurchased or redeemed, as the case may be, by their terms cannot be reborrowed, redrawn or resold and such prepayments, repayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Term Loans and Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans and which are secured with Liens on a the Collateral ranking pari passu basis with the Obligations) Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the terms product of (1) the documentation governing such Indebtedness with the net proceeds amount of such Asset Sale Excess Cash Flow and (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof)2) a fraction, “Other Applicable Indebtedness”), then the Borrowers may apply numerator of which is the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit such Senior Secured Notes with respect to which such a requirement to prepay exists and the aggregate denominator of which is the sum of the outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, Senior Secured Notes and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the outstanding principal amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofTerm Loans. (cd) In the event that the Administrative Borrower any Loan Party or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower of any Loan Party or any such Restricted Subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under by Section 6.01(m)(x))6.01), the Borrowers shall on the Business Day of receipt of such Net Cash Proceedsshall, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance substantially simultaneously with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 and in any fiscal year of the Borrowers, the Borrowers shall event not later than the fifth fourth Business Day following next following) the receipt of such Net Cash Proceeds by the Administrative Borrower such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]Notwithstanding the foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent in consultation with Holdings, to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers and will be added to the Available Amount. (f) Mandatory prepayments under Subject to Section 2.13(b2.13(e), (c) and (d) mandatory prepayments of outstanding Term Loans under this Agreement shall be applied without penalty or premium, (i) first, allocated pro rata among the to each Class of Term Loans (if any), in each case, being and applied to the remaining scheduled amortization payments relating installments of principal due pursuant to clauses (i), (ii) and (iv) of Section 2.11(a) as directed by the applicable Borrower (and absent any such Term Loans direction, in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters maturity against the remaining scheduled installments of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurredprincipal due). (g) The Administrative Each applicable Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Financial Officer of the Administrative such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) four Business Days prior irrevocable written notice of such prepayment (other than prepayment, which notice, in the case of any prepayments of ABR Revolving Loans that are not made in connection with required under Section 2.13(b) or Section 2.13(d), may be conditioned upon the termination receipt by Holdings or permanent reduction a Subsidiary of the Revolving Credit Commitments)Net Cash Proceeds referred to therein or the occurrence of any other event. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions provisions, to the extent that repatriating any or all of the Net Cash Proceeds from any Asset Sale or Excess Cash Flow attributable to a Foreign Subsidiary (x) would result in material adverse tax consequences to Holdings or any Subsidiary or (y) is prohibited or delayed by applicable local law from being repatriated to any jurisdiction that would enable such amounts to be applied to prepayment pursuant to this Section 2.13 (in the case of the foregoing clauses (x) and (y), as reasonably determined by Holdings in good faith, which determination shall be conclusive), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied in compliance with the foregoing provisions, and such amounts may be retained by the applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred to any other Foreign Subsidiary; provided, however, that, in the case of this Section 2.13clause (y), if the Net Cash Proceeds or Excess Cash Flow the repatriation of which is prohibited or delayed by applicable local law exceeds $10.0 million, Holdings shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow can be achieved such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied (iwhether or not repatriation actually occurs), in compliance with the foregoing provisions (A) in the case of any mandatory prepayment Excess Cash Flow, within 10 Business Days thereafter and (B) in the case of Net Cash Proceeds from Any Asset Sale, within the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before time periods specified in Section 2.13(b) above (measured from the date on which such mandatory prepayment would otherwise Net Cash Proceeds can be required to be made hereunder the right to receive the amount of repatriated, whether or not such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”repatriation actually occurs).

Mandatory Prepayments. (ai) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.05(b), the total Revolving Credit Commitments or at any other time, Exposures exceeds the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitmenttotal Commitments, then the Borrowers shall, Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans on the date of such termination or reduction or at in an aggregate principal amount equal to such other timeexcess, repay or prepay Revolving Loans and, and if any excess remains after prepaying all of the Revolving Credit Borrowings and Swing Line 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 Bank with respect to) Letters as a result of Letter of Credit issued by Obligations, Cash Collateralize such Issuing Bank excess in an amount sufficient equal to eliminate the greater of (x) the amount of such excessLetter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (bii) Not later than Upon any Scheduled Redetermination or Interim Redetermination, if the fifth total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess within six (6) months following the date it receives the New Borrowing Base Notice in accordance with Section 2.06(d), in six (6) equal monthly installments, the first installment being due and payable on such date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustment to the Borrowing Base pursuant to Section 10.11, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess on the third (3rd) Business Day following after it receives the applicable New Borrowing Base Notice in accordance with Section 2.06(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) To the extent that any prepayment is due under Section 3.04(c)(ii), upon receipt by the Administrative Borrower or any Restricted Subsidiary (or by of its Subsidiaries of any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect from any Transfers and proceeds from the unwinding or termination of any Asset Sale commodity Swap Agreements described in Section 10.11(g) in excess of $5,000,000 in the aggregate in any fiscal year of the Borrowersyear, the Borrowers Borrower shall apply 100% of prepay the Net Cash Proceeds received with respect thereto to prepay outstanding Revolving Credit Borrowings and Swing Line Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant by an amount equal to the terms lesser of (A) the documentation governing such Indebtedness with the net proceeds of such Asset Sale outstanding prepayment due under Section 3.04(c)(ii) and (such Permitted Pari Passu Refinancing Debt B) one hundred percent (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion 100%) of such Net Cash Proceeds allocated and commodity Swap Agreement proceeds and, with respect to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amounta prepayment under clause (B) above, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment any excess remains after paying all of the Revolving Credit Borrowings and Swing Line Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have Cash Collateralize such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amountgreater of (x) on a pro rata basisthe amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (v) To the extent that any prepayment is due under Section 3.04(c)(ii), in each caseupon receipt by the Borrower or any of its Subsidiaries of any Insurance Proceeds or Condemnation Proceeds, the Borrower shall be obligated to prepay the Revolving Credit Borrowings and Swing Line Loans by an amount equal to the lesser of (A) the outstanding prepayment due under Section 3.04(c)(ii) and (B) one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be and, with no corresponding permanent reduction respect to a prepayment under clause (B) above, if any excess remains after paying all of the Revolving Credit Commitments Borrowings and Swing Line Loans, Cash Collateralize such excess in an amount equal to the greater of (except in x) the case amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any mandatory prepayment made time prior to the stated expiry of all outstanding Letters of Credit. (vi) Within fifty (50) days after any payment of the Restricted Payments permitted under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x10.04(f), in which case the Borrower shall be obligated to prepay the Revolving Credit Commitments shall be permanently reduced Borrowings and Swing Line Loans by an amount equal to one hundred percent (100%) of the aggregate amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative AgentRestricted Payments and, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction if any excess remains after paying all of the Revolving Credit Commitments). Each notice Borrowings and Swing Line Loans, Cash Collateralize such excess in an amount equal to the greater of prepayment shall specify (x) the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan Letter of Credit Obligations outstanding and (or portion thereofy) the maximum amount that may be available to be prepaid. All prepayments drawn at any time prior to the stated expiry 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 all outstanding Letters of paymentCredit. (hvii) [reserved]Each prepayment of Revolving Credit Borrowings and Swing Line Loans pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Revolving Credit Borrowings then outstanding, second, to any ABR Swing Line Loans then outstanding, third, to any Eurodollar Revolving Credit Borrowings then outstanding, and if more than one Eurodollar Revolving Credit Borrowing is then outstanding, to each such Eurodollar Revolving Credit Borrowing in order of priority beginning with the Eurodollar Revolving Credit Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Credit Borrowing with the most number of days remaining in the Interest Period applicable thereto, and, fourth, to Quoted Rate Loans; provided, however, if any excess remains after the prepayment of all Revolving Credit Borrowings and Swing Line Loans and after the Borrower Cash Collateralizes all Letter of Credit Obligations or outstanding Letters of Credit, such excess shall be prepaid by the Borrower and applied to outstanding amounts under the Term Loan pursuant to Section 4.08. (iviii) Notwithstanding Each prepayment of Revolving Credit Borrowings, Swing Line Loans and the foregoing provisions of Term Loan pursuant to this Section 2.13, (i3.04(c) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on ratably to the fourth Business Day following Loans included in the date on which the offer is made to Term Loan Lenders prepaid Borrowings. Prepayments pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).this

Mandatory Prepayments. If the Term Loans are accelerated (a) In including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of any termination claims by operation of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x)law)), Borrower shall immediately pay to Agent at the Borrowers shall on the Business Day of receipt of such Net Cash Proceedsrelevant time, apply an amount equal to 100% the sum of: (i) all outstanding principal of such Net Cash Proceeds the Term Loans, plus accrued and unpaid interest through the prepayment date, (ii) the Exit Fee, plus (iii) all other Obligations that are due and payable to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person Lender, including Lenders’ Expenses and interest at the direction Default Rate with respect to any past due amounts. Upon the occurrence of a Prepayment Event, Borrower shall immediately pay to the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess Agent for the ratable account of $5,000,000 in any fiscal year of each applicable Lender holding Term Loans subject to such Prepayment Event, at the Borrowersrelevant time, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an and amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be requiredapplicable Prepayment Amount, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) which shall be applied without penalty or premium, (i) first, pro rata among to Lenders’ Expenses and interest at the Term Loans (if any), in each case, being applied Default Rate with respect to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturityany past due amounts, (ii) second, to Revolving the Exit Fee in respect of the principal of Term Loans andbeing prepaid, (iii) third, to cash collateralize outstanding Letters of Credit all accrued and unpaid interest though the prepayment date, (in an amount equal iv) fourth, to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction outstanding principal of the Revolving Credit Commitments Term Loans and (except in v) fifth, to all other Obligations. Upon the case occurrence of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x)a Regulatory Call Event or Manufacturing Call Event, in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to promptly pay the Administrative Agent, at Agent for the time ratable account of each prepayment required under this Section 2.13, applicable Lender holding Term Loans subject to such Call Event (i) a certificate signed by a Responsible Officer of an amount so that the Administrative Borrower setting forth in reasonable detail the calculation of the aggregate principal amount of Term Loans outstanding after such prepayment payment does not exceed $50,000,000 and (ii) the Exit Fee in respect of the principal of Term Loans being prepaid. In addition, following the occurrence of a Regulatory Call Event or Manufacturing Call Event, Borrower shall make consecutive monthly payments to the extent practicableAgent for the ratable account of each applicable Lender holding Term Loans subject to such Call Event of principal of $5,000,000 until the earlier of (x) such Call Event no longer continuing and (y) the aggregate principal amount of Term Loans outstanding is equal to or less than $25,000,000. Notwithstanding (but without duplication with) the foregoing, at least three (3) Business Days prior written notice on the Maturity Date, if any fees payable under this Agreement by reason of such prepayment (other than prepayments of ABR Revolving Loans that are had not made previously been paid in full in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loansamount outstanding under this Agreement in full, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent pay any such non-waiving Term Loan fees to each Lender does not elect by written notice to in accordance with the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment terms of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Agreement.

Mandatory Prepayments. (a) In If at any time the event amount equal to the sum of any termination (i) the outstanding principal amount of all Revolving Credit Loan Advances and the Swing Loan Advances, plus (ii) the Letter of Credit Liabilities, exceeds the Revolving Credit Commitments, the Borrowers shallBorrower shall promptly prepay Revolving Credit Loan Advances, Swing Loan Advances and the Letter of Credit Disbursements by the amount of the excess or, if no Revolving Credit Loan Advances, Swing Loan Advances or Letter of Credit Disbursements are outstanding, the Borrower shall immediately pledge to the Agent cash or Cash Equivalent Investments (subject to no other Liens) in an amount equal to the excess as security for the Obligations. Any such mandatory prepayments shall be applied first to the Term Loan, then to the Swing Loan Advances, then to Letter of Credit Disbursements for which the Issuing Bank has not been reimbursed by the Borrower, then to Base Rate Advances under the Revolving Credit Loan, then to Eurodollar Advances under the Revolving Credit Loan, and then to the remaining Letter of Credit Liabilities. Any prepayments hereunder shall be accompanied with accrued and unpaid interest on the amount prepaid to the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excessprepayment. (b) Not later than After any reduction in the fifth Business Day following Revolving Credit Commitments pursuant to Section 2.12, the receipt Borrower shall promptly prepay the outstanding Revolving Credit Loan Advances and Swing Loan Advances by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by amount which the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year sum of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters Advances under the Revolving Credit Loan and the Swing Loan plus the Letter of Credit and Liabilities exceeds the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereofRevolving Credit Commitments, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofas reduced. (c) In Upon the event that the Administrative Borrower or Disposition of any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary assets (other than any cash proceeds from the issuance Dispositions of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence equity interests or Dispositions of Indebtedness assets permitted under Section 6.01(m)(x)Sections 9.8(a) and (d)), the Borrowers Borrower shall on promptly prepay the Business Day of receipt of such Net Cash Proceeds, apply Advances by an amount equal to 100% the Net Proceeds of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)Disposition; provided that if at the time that however, with respect to any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments Dispositions permitted under Section 2.13(bSections 9.8(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if anye), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in Borrower shall promptly prepay the Advances by an amount equal to the Minimum Collateral AmountNet Proceeds of such Disposition to the extent such amount exceeds either (i) on a pro rata basis$2,000,000 per Disposition or (ii) $6,000,000 in the aggregate for all Dispositions which have occurred since the date hereof. Any such mandatory prepayments shall be applied first to the Term Loan, in each casethen to the Swing Loan Advances, with no corresponding permanent reduction then to Letter of Credit Disbursements for which the Issuing Bank has not been reimbursed by the Borrower, then to the Base Rate Advances under the Revolving Credit Commitments (except in the case of any mandatory prepayment made Loan, then to Eurodollar Advances under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver Loan, and then to the Administrative Agent, at the time remaining Letter of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than Credit Liabilities. Any prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and hereunder shall be accompanied by with accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentprepayment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of (i) If on any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeRevaluation Date, the Aggregate Revolving Credit Exposure would exceed 105% of the Total Revolving Credit Commitment, then (A) the Borrowers Borrower shall, on the date of such reduction or at such other timeRevaluation Date, repay or prepay Revolving Credit Borrowings or Swingline Loans and(or a combination thereof) owing by the Borrower in a Principal Amount such that, after giving effect to such repayment or prepayment, the Aggregate Revolving Credit Exposure does not exceed the Total Revolving Credit Commitment and (B) after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, the Borrower shall replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers; provided, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase repayment or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Revolving Credit that would have otherwise been required Borrowings pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d2.13(a)(i) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans then existing Classes of Revolving Credit Commitments, unless (if any), in each case, being applied to x) such a repayment or prepayment is made on (1) the remaining scheduled amortization payments relating to such Term Loans in direct order Maturity Date of maturity, a given Class of Revolving Credit Commitments or (ii2) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters the date of Credit (in an amount equal to the Minimum Collateral Amount) on any termination of all or a pro rata basis, in each case, with no corresponding permanent reduction portion of the Revolving Credit Commitments of a given Class pursuant to clause (except iv) of the proviso in the case first sentence of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x2.09(c), in which case the such repayments or prepayments shall be applied first to Revolving Credit Borrowings incurred under such maturing or terminating Class of Revolving Credit Commitments shall be permanently reduced by the amount or (y) with respect to any Class of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Incremental Revolving Loans that are not made in connection with the termination Credit Commitments or permanent reduction of the Other Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 Lenders in respect thereof 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. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice have elected less than ratable treatment with respect to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount termination of such mandatory prepayment Class of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans Credit Borrowings and replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans Credit Borrowings and, after the Revolving Loans Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the fifth Business Day following Closing Date upon which the receipt by the Administrative Borrower or any Restricted Subsidiary (receives any cash proceeds from any issuance or by any other Person on account of an Asset Sale incurrence by the Administrative Borrower or any Restricted Subsidiary) Subsidiary of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersIndebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 6.04, the Borrowers shall apply other than Permitted External Refinancing Indebtedness and Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit the respective issuance or incurrence of such Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(f2.13(g). (c) In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided, however, that with respect to any Net Sale Proceeds received by the Borrower or the Restricted Subsidiaries from an Asset Sale permitted hereunder (other than in connection with an Asset Sale pursuant to Section 6.02(xiv) the Net Sale Proceeds of which shall be applied as provided that if at in this Section 2.13(c) without regard to this proviso or the time that any following proviso), such prepayment would Net Sale Proceeds shall not be required, the Borrowers are required to offer be so applied on such date so long as no Default or Event of Default then exists and an Authorized Officer of the Borrower shall have delivered a certificate to repurchase Permitted Pari Passu Refinancing Debt the Administrative Agent setting forth the Borrower’s or such Restricted Subsidiary’s intention to reinvest such Net Sale Proceeds as permitted pursuant to this proviso and such Net Sale Proceeds shall be reinvested (or contractually committed to be reinvested pursuant to a written binding agreement with a Person that is senior secured loans (not an Affiliate of the Borrower or any Permitted Refinancing Debt thereof that is Restricted Subsidiary) in the form businesses permitted of senior secured loans the Borrower and which are secured on a pari passu basis with the Obligations) its Restricted Subsidiaries pursuant to Section 6.13 within 365 days following the terms of the documentation governing such Indebtedness with the net proceeds date of such Asset Sale, and provided further, that (I) if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 2.13(c) are not so reinvested (or contractually committed to be so reinvested) within such Permitted Pari Passu Refinancing Debt 365-day period (or such Permitted Refinancing Debt thereofearlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), “Other Applicable Indebtedness”such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(c) without regard to the immediately preceding proviso period and (II) if all or any portion of such Net Sale Proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed within such period to be reinvested and then either (A) subsequent to such date such contract is terminated or expires without such portion being so reinvested or (B) such contractually committed portion is not so reinvested within 180 days after the date of such commitment, such remaining portion, in the case of either of preceding clause (A) or (B), then shall be applied as a mandatory repayment as provided above in this Section 2.13(c) without regard to the Borrowers immediately preceding proviso. (d) In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) the aggregate amount of principal prepayments of Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income or utilizing the Available Amount (but in the case of a voluntary prepayment of Revolving Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Credit Commitment in an amount equal to such prepayment) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.13(g). Notwithstanding the foregoing, at the option of the Borrower, all or any portion of any mandatory repayment required pursuant to this clause (d) for any Excess Cash Flow Payment Period may apply be paid or applied prior to the related Excess Cash Flow Payment Date (but no earlier than January 1 of the fiscal year in which the related Excess Cash Flow Payment Date occurs), provided that (x) no such mandatory repayment shall be added to the aggregate amount of principal prepayments described in subclause (ii) above for any succeeding Excess Cash Flow Payment Period and (y) the Borrower shall pay such additional amounts (if any) as necessary to pay the full amount of any mandatory repayment required pursuant to this clause (d) no later than the applicable Excess Cash Flow Payment Date (it being understood that if such initial prepayment exceeds such requirement, such excess shall be treated as a voluntary prepayment pursuant to Section 2.12(a) in the fiscal year in which such prepayment was made). (e) In addition to any other mandatory repayments pursuant to this Section 2.13, within one Business Day following each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis therefrom do not exceed $250,000), an amount equal to 100% of the aggregate outstanding principal amount Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of the LoansSection 2.13(g); provided, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further however, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount be required to be allocated so applied on such date so long as no Default or Event of Default then exists and the Borrower has delivered a certificate to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of Administrative Agent on such date stating that such Net Cash Proceeds shall be allocated reinvested (or contractually committed to the Loans and Letters of Credit in accordance be reinvested pursuant to a written binding agreement with the terms hereof) to the prepayment a Person that is not an Affiliate of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at Subsidiary) in the direction businesses permitted of the Administrative Borrower or a and its Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted Subsidiaries pursuant to Section 6.01 (other than 6.13 within 365 days following the incurrence date of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% and provided further, that (I) if all or any portion of such Net Cash Proceeds not required to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In be so applied pursuant to the event that the Administrative Borrower or any Restricted Subsidiary preceding proviso are not so reinvested (or any other Person at contractually committed to be so reinvested) within 365 days after the direction date of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by (or such earlier date, if any, as the Administrative Borrower or such the relevant Restricted Subsidiary, apply an amount equal Subsidiary determines not to 100% of such reinvest the Net Cash Proceeds relating to prepay outstanding Loans and/or cash collateralize outstanding Letters such Recovery Event as set forth above), such remaining portion shall be applied on the last day of Credit such period (or such earlier date, as the case may be) as provided above in this Section 2.13(e) without regard to the immediately preceding proviso and (II) if all or any portion of such proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed to be reinvested and then either (A) subsequent to such date such contract is terminated or expires without such portion being so reinvested or (B) such contractually committed portion is not so reinvested within 180 days after the date of such commitment, such remaining portion, in the case of either of preceding clause (A) or (B), shall be applied as a mandatory repayment as provided above in this Section 2.13(e) without regard to the immediately preceding proviso. (f) [Reserved]. (g) Each amount required to be applied pursuant to Section 2.13(b) through Section 2.13(e) in accordance with this Section 2.13(f2.13(g) shall be applied pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (except to the extent that any applicable Additional Credit Extension Amendment for any Class of Term Loans provides that such Term Loans shall be entitled to less than pro rata treatment); provided that if at any prepayment of Term Loans required as a result of the time that incurrence of Permitted External Refinancing Indebtedness or Refinancing Term Loans in respect of any such Class shall be applied solely to such Class. Each such prepayment would of the Tranche B Term Loans shall be requiredapplied first, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant in direct order of maturity to the terms thereof with the net proceeds from such Casualty Event Receiptnext eight scheduled installments of principal due in respect of Tranche B Term Loans and second, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on against the basis remaining scheduled installments of principal due in respect of the aggregate outstanding principal amount Tranche B Term Loans under Section 2.11(a). Each prepayment of any other Class of Term Loans shall be applied as agreed between the Loans, outstanding Letters of Credit Borrower and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion Lenders in respect of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Term Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (gh) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible an Authorized Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments)prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.162.16 and, in the case of any prepayment pursuant to Section 2.13(b), Section 2.05(d), but shall otherwise be without premium or penalty, and (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit CommitmentsOn each Payment Date, the Borrowers shallBorrower shall prepay the principal amount of the Loan outstanding hereunder in an amount equal to the amount by which the Monthly Payment Amount computed as of the end of the second month preceding the month in which such Payment Date falls exceeds the interest due on the Loan on such Payment Date. In addition, on any Payment Date on which the date outstanding principal amount of such terminationthe Loan exceeds, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect would pursuant to any partial reduction of the Revolving Credit Commitments or at any other timeprovisions hereof exceed, the Aggregate Revolving Credit Exposure would exceed Maximum Principal Amount, the Total Revolving Credit Commitment, then Borrower will prepay the Borrowers shall, on outstanding principal amount of the date of such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued Loan by such Issuing Bank in an amount sufficient to eliminate reduce the outstanding principal amount on such excessPayment Date to the Maximum Principal Amount. Borrower will give the Lender at least five Business Days prior notice of the aggregate principal amount to be prepaid on each Payment Date pursuant to this paragraph. Prepayments of principal under this paragraph shall be without premium or penalty. All prepayments due under this paragraph shall be applied first to the payment of all accrued but unpaid interest on the Tranche A Loan, then to the principal due on the Tranche A Loan, then to the principal due on the Tranche B Loan. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or If on any Restricted Subsidiary Semiannual Payment Date (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiaryi) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the LoansLoan exceeds, outstanding Letters or would pursuant to any of Credit the provisions hereof exceed, the Scheduled Principal Amount for such date and (ii) the aggregate corresponding Trailing Twelve Month Cash Flow for the twelve month period ending at the end of the second preceding month is less than the Required Trailing Twelve Month Cash Flow for such Semiannual Payment Date, the Borrower shall on such Payment Date prepay the outstanding principal amount of the Other Applicable Loan by the amount necessary to reduce the outstanding principal balance of the Loan to the Scheduled Principal Amount applicable to such Semiannual Payment Date. Borrower will give the Lender at least five Business Days' prior notice of the aggregate principal amount to be prepaid on the Loan on each Semiannual Payment Date pursuant to this paragraph. Prepayments of principal under this paragraph shall be without premium or penalty, and shall be made together with payment of all accrued but unpaid interest on the outstanding principal amount of the Loan to the date of prepayment. All prepayments due under this paragraph shall be applied first to the payment of all accrued but unpaid interest on the Tranche A Loan, then to the principal due on the Tranche A Loan, then to the principal due on the Tranche B Loan. (c) If any Indebtedness at such time; provided further that is outstanding, Borrower shall cause Lender to receive all of the portion Tranche A Warrant Proceeds. Any Tranche A Warrant Proceeds received by Lender shall be applied to the outstanding Indebtedness in the following order: First to the payment of all accrued but unpaid interest on the Tranche A Loan, then to the principal due on the Tranche A Loan, then to the principal due on the Tranche B Loan, and finally to any other fixed, agreed upon or liquidated amount of the outstanding Indebtedness. Any surplus shall be paid to the Borrower within 3 Business Days after Lender's receipt of such Net Cash Proceeds allocated to proceeds. (d) If the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereofAnschutz Option is exercised, and the remaining amount, if any, of such Net Cash Proceeds Lender shall be allocated entitled to receive from Anschutz the Loans and Letters of Credit Gross Warrant Proceeds in accordance with the terms hereof) of the Anschutz Option. All Net Warrant Proceeds received by Lender in connection with the exercise of the Anschutz Option shall be applied to the prepayment outstanding Indebtedness in the following order: First to the principal due on the Tranche B Loan, then to the payment of all accrued but unpaid interest on the Tranche A Loan, then to the principal due on the Tranche A Loan, and finally to any other fixed, agreed upon or liquidated amount of the Loans, outstanding Indebtedness. Any surplus shall be paid to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event Borrower within five (5) 3 Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of Lender's receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofproceeds. (e) [reserved]If after the expiration of the Anschutz Option the Tranche B Warrant is transferred by Lender and any Indebtedness is outstanding, any proceeds payable to Borrower as payment of the exercise price of the Tranche B Warrant shall be paid to Lender and applied to the outstanding Indebtedness in the following order: First to the principal due on the Tranche B Loan, then to the payment of all accrued but unpaid interest on the Tranche A Loan, then to the principal due on the Tranche A Loan, and finally to any other fixed, agreed upon or liquidated amount of the outstanding Indebtedness. Any surplus shall be paid to the Borrower within 3 Business Days after Lender's receipt of such proceeds. (f) Mandatory prepayments under Section 2.13(b)If the Lender exercises any of the Tranche B Warrant, (c) the Lender may offset the exercise price owed by the Lender to the Borrower in connection with such exercise against the outstanding principal balance of the Loan, all accrued but unpaid interest thereon, and (d) any other fixed, agreed upon or liquidated amount of the Indebtedness and such offset shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(corder set forth in Paragraph (e) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)above. (g) The Administrative If prior to the satisfaction of the Indebtedness Borrower issues Common Stock pursuant to the exercise of any of the Warrants and Lender fails to receive the full payment it is entitled to from the party exercising such Warrants, then Borrower shall deliver immediately pay to Lender an amount sufficient to cover the shortfall. If at any time prior to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer satisfaction of the Administrative Indebtedness Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made receives any proceeds in connection with the termination or permanent reduction exercise of any of the Revolving Credit Commitments)Warrants, Borrower shall immediately deliver such proceeds to Lender. Each notice of prepayment shall specify Any payment made by Borrower pursuant to the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 preceding two sentences shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on applied against the principal amount to be prepaid to but excluding Loan in the date of payment. (h) [reserved]. (i) Notwithstanding order provided for in the foregoing provisions applicable paragraph of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, 2.08 based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Warrant that was exercised.

Mandatory Prepayments. (a) In the event of At any termination of all the Revolving Credit Commitmentstime that a Borrowing Base Deficiency shall occur, the Borrowers Borrower shall: (i) If such Borrowing Base Deficiency results from a redetermination of the Borrowing Base pursuant to Sections 2.04(b), 2.04(e) or 5.12, at the Borrower’s election, take either or both of the following actions to eliminate the Borrowing Base Deficiency: (A) prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, together with interest on the principal amount paid accrued to the date of such terminationprepayment and any funding indemnification amounts required by Section 2.16, repay or prepay and, if a Borrowing Base Deficiency remains after prepaying all its outstanding Revolving of the Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory as a result of LC Exposure, pay to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction on behalf of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of Lenders an amount equal to such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving Loans shall have been repaid or prepaid in full, replace or cause remaining Borrowing Base Deficiency to be canceled held as cash collateral in a special collateral account as provided in Section 2.06(j), or (or make other arrangements satisfactory B) provide additional Collateral acceptable to the Administrative Agent and each Issuing Bank with respect to) Letters a fair market value greater than or equal to the amount of Credit issued by such Issuing Bank in an amount sufficient Borrowing Base Deficiency. The Borrower shall be obligated to eliminate make such excessprepayment, deposit of cash collateral or provide additional Collateral within 60 days following its receipt of written notice from the Administrative Agent of the existence of the Borrowing Base Deficiency. (bii) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year If such Borrowing Base Deficiency results from a reduction of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit Borrowing Base in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be requiredSections 5.17, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (6.01(j) or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof)6.13, “Other Applicable Indebtedness”), then the Borrowers may apply use the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis transaction giving rise to the reduction of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness Borrowing Base pursuant to the terms thereofany such Section, and the remaining amountpromptly, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and but in any event within five (5) two Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply to prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, together with interest on the principal amount paid accrued to the date of such prepayment and any funding indemnification amounts required by Section 2.16, and, if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to 100% such remaining Borrowing Base Deficiency to be held as cash collateral in a special collateral account as provided in Section 2.06(j); provided that if, after application of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(fthe foregoing, any Borrowing Base Deficiency shall remain, then the Borrower shall eliminate such remaining Borrowing Base Deficiency in accordance with the foregoing clause (i). (diii) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) Amounts applied to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders first applied ratably to ABR Loans then outstanding and, upon payment in full of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidall outstanding ABR Loans, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Eurodollar Loans andthen outstanding, (iii) thirdand if more than one Eurodollar Loan is then outstanding, to cash collateralize outstanding Letters each such Eurodollar Loan beginning with the Eurodollar Loan with the fewest number of Credit (days remaining in an amount equal the Interest Period applicable thereto until paid in full, and then to the Minimum Collateral Amount) on Eurodollar Loan with the next fewest number of days remaining in the Interest Period applicable thereto until paid in full, and continuing in a pro rata basissimilar fashion until the Borrowing Base Deficiency has been eliminated or, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver pursuant to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)until such Net Cash Proceeds have been exhausted.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers each Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans Credit Borrowings and all outstanding Swing Line Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each the Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing BankCredit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time(if any), the Aggregate Revolving Credit Exposure would exceed the lesser of the Borrowing Base and the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay the Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each the Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth [Intentionally omitted] (c) Each Borrower shall, on each Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary Day, if applicable, prepay (or by any other Person on account of with no corresponding Commitment reduction) an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amountamount, if any, by which (i) on a pro rata basis, in each case, with no corresponding permanent reduction the Aggregate Revolving Credit Exposure exceeds (ii) the lesser of the Borrowing Base and the Total Revolving Credit Commitments Commitment (except in the case as a result of any mandatory prepayment Protective Loans made under Section 2.01(b) and not outstanding for more than 90 consecutive days); provided that in respect of any prepayment under this Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x)directly attributable to any adjustment of Reserves, in which case the Revolving Credit Commitments such prepayment shall be permanently reduced made not later than the Business Day immediately following the date such adjusted Reserves became effective; provided that in respect of any prepayment under this Section 2.13(c) directly attributable to the funding of a Protective Loan by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at such prepayment shall be due on the time earlier of each prepayment required under this Section 2.13, (ix) a certificate signed 90 days after the funding of such Protective Loan and (y) one Business Day after demand by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgent. (hd) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13During any Cash Dominion Period, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their shall prepay outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction Obligations in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”accordance with Section 5.15(a)(iii).

Mandatory Prepayments. (ai) In REVOLVING COMMITTED AMOUNT. If on any date the event of any termination of all aggregate Revolving Outstandings exceed the Revolving Credit CommitmentsCommitted Amount, the Borrowers shallCompany shall repay, and there shall become due and payable (together with accrued interest thereon), on such date an aggregate principal amount of Swing Line Loans equal to such excess. If the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans have been repaid in full, the Company shall prepay, and replace or cause to be canceled there shall become due and payable (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank together with respect to) all outstanding Letters of Credit issued by accrued interest thereon), Revolving Loans in such Issuing Bank. Ifamounts as are necessary so that, after giving effect to any partial reduction the repayment of the Swing Line Loans and the repayment of Revolving Credit Commitments or at any other timeLoans, the Aggregate aggregate Revolving Credit Exposure would Outstandings do not exceed the Total Revolving Credit Commitment, then Committed Amount. If the Borrowers shall, on the date of such reduction or at such other time, repay or prepay outstanding Revolving Loans and, after the Revolving and Swing Line Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory the Company shall Cash Collateralize L/C Obligations so that, after giving effect to the Administrative Agent repayment of Swing Line Loans and each Issuing Bank with respect to) Letters Revolving Loans and the Cash Collateralization of Credit issued by such Issuing Bank in an amount sufficient L/C Obligations pursuant to eliminate such excess. this SUBSECTION (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowersi), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall Revolving Outstandings does not exceed the amount required to Revolving Committed Amount. In determining the aggregate Revolving Outstandings for purposes of this Agreement, L/C Obligations shall be allocated reduced to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net extent that they are Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the Collateralized as contemplated by this SUBSECTION (i). Each prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Revolving Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly SUBSECTION (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (di) shall be applied without penalty or premium, (i) first, pro rata ratably among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to outstanding Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, principal then outstanding. Each Cash Collateralization of L/C Obligations required by this SUBSECTION (iiii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead ratably among L/C Obligations based on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment respective amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)thereof then outstanding.

Mandatory Prepayments. (ai) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.05(b) or reduction of the Aggregate Elected Commitment Amount pursuant to Section 2.01(b), the total Revolving Credit Commitments or at any other time, Exposures exceeds the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitmenttotal Commitments, then the Borrowers shall, Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans on the date of such termination or reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% such excess, and if any excess remains after prepaying all of such Net Cash Proceeds to prepay outstanding the Revolving Credit Borrowings and Swing Line Loans and/or cash collateralize outstanding Letters as a result of Letter of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Obligations, Cash Proceeds from any Casualty Event Receipt in Collateralize such excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amountgreater of (x) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to (A) Upon any Scheduled Redetermination or Interim Redetermination, if the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the total Revolving Credit Commitments). Each notice of prepayment shall specify Exposures exceeds the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (redetermined or 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. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower adjusted Borrowing Base and the Administrative Agent on or before sends a New Borrowing Base Notice to the date on Borrower indicating such deficiency (each, a “Borrowing Base Deficiency Notice”), then the Borrower shall within ten (10) Business Days following receipt of such Borrowing Base Deficiency Notice elect whether to (1) prepay the Revolving Credit Borrowings and Swing Line Loans by an amount which such mandatory prepayment would otherwise be required would, if prepaid immediately, reduce the total Revolving Credit Exposures to be made hereunder the right to receive the amount of such mandatory prepayment the Borrowing Base, (2) provide additional Oil and Gas Properties (accompanied by reasonably acceptable engineering data) not evaluated in the most recently delivered Reserve Report having present values which, in the reasonable opinion of the Term LoansMajority Revolving Credit Lenders, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive based upon the right to receive the amount of such mandatory prepayment, all Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers at least equal to the remaining non-waiving Term Loan Lender total Revolving Credit Exposures and execute one or Term Loan Lenders on more Security Instruments (or cause a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iiiSubsidiary to execute one or more Security Instruments) if covering such other Oil and Gas Properties as are reasonably acceptable to the extent Majority Revolving Credit Lenders, or (3) do any such non-waiving Term Loan Lender does not elect by written notice combination of the foregoing. If the Borrower fails to the Administrative Borrower and the Administrative Agent make an election within three ten (10) Business Days following after the date on which Borrower’s receipt of the offer is made pursuant to clause (ii) above to accept such offerBorrowing Base Deficiency Notice, such Term Loan Lender then Borrower shall be deemed to have rejected selected the prepayment option specified in Section 3.03(c)(ii)(A)(1). To the extent any prepayment of Revolving Credit Borrowings and Swing Line Loans is required hereunder, if any excess of total Revolving Credit Exposures over the Borrowing Base then in effect remains after prepaying all Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, the Borrower shall Cash Collateralize such offer, (iv) any amounts not applied excess in an amount equal to the prepayment greater of Term Loans pursuant (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above drawn at any time prior to the prepayment stated expiry of all outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Letters of Credit.

Mandatory Prepayments. (ai) In If at any time the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction balances of the Revolving Loan and the Swing Line Loan exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Commitments or Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. If at any other timetime the outstanding balances of the Acquisition Loans exceed the Maximum Acquisition Loan Amount, the Aggregate Revolving Credit Exposure would exceed Borrower shall immediately repay the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory aggregate outstanding Acquisition Loan Advances to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient extent necessary to eliminate such excess. (bii) Not later than the fifth Business Day following the Immediately upon receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect Credit Party of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale any asset disposition (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereofexcluding proceeds of asset dispositions permitted by Section 6.8(a), “Other Applicable Indebtedness”)but including any sale of Stock of any Subsidiary of any Credit Party, then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness Borrower shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the Minimum Collateral Amountextent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If Borrower issues Stock, no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). Notwithstanding anything herein to the contrary, as long as no Default or Event of Default has occurred and is continuing, proceeds from the Private Issuance in an aggregate amount not to exceed $4,550,000 and any future proceeds received upon the exercise of one or more PIPE Warrants (i) shall not be required to be used to prepay Loans and (ii) may be used by Borrower to make (a) Permitted Acquisitions and Permitted Intellectual Property Acquisitions otherwise permitted pursuant to Section 6.1 hereof and (b) investments, loans and advances to the extent otherwise permitted under Section 6.2 hereof. (iv) On the date that is twenty (20) days after the earlier of (A) the date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, Borrower shall prepay the scheduled principal installments of each of the outstanding Acquisition Loan Advance on a pro rata basis, in each case, with no corresponding permanent reduction an aggregate amount equal to one hundred percent (100%) of Excess Cash Flow for the Revolving Credit Commitments (except in the case of any mandatory immediately preceding Fiscal Year. Each such prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced accompanied by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of Borrower's chief financial officer certifying the Administrative Borrower setting forth manner in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid which Excess Cash Flow and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 resulting prepayment were calculated, which certificate shall be subject in form and substance satisfactory 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 paymentAgent. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (ai) In the event [Reserved]. (ii) [Reserved]. (iii) If Parent Borrower or any of its Restricted Subsidiaries incurs or issues any termination Refinancing Term Loans or Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, Parent Borrower shall cause to be prepaid an aggregate principal amount of all Term Loans and Revolving Loans (together with a corresponding permanent reduction in the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient equal to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the all Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (therefrom on or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant prior to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within date which is five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds. If Parent Borrower obtains any Refinancing Revolving Credit Commitments, apply Parent Borrower shall, concurrently with the receipt thereof, terminate Revolving Credit Commitments in an equivalent amount equal pursuant to 100% Section 2.06. (iv) Each such prepayment of such Net Cash Proceeds any Class of Term Loans shall be paid to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit the Lenders in accordance with their respective Applicable Percentages subject to clause (v) of this Section 2.13(f2.05(b). (dv) In [Reserved]. (vi) [Reserved]. (vii) If for any reason the event that aggregate Revolving Credit Exposure of all Lenders under any Revolving Credit Facility at any time exceeds the Administrative aggregate Revolving Credit Commitments under such Revolving Credit Facility then in effect, Parent Borrower shall promptly prepay or any Restricted Subsidiary (or any other Person at cause to be promptly prepaid Revolving Credit Loans under such Revolving Credit Facility and/or Cash Collateralize the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt L/C Obligations under such Revolving Credit Facility in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an aggregate amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)excess; provided that if at the time that any such prepayment would Parent Borrower shall not be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to Cash Collateralize the terms thereof with the net proceeds from L/C Obligations under such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Revolving Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required Facility pursuant to this Section 2.13(d2.05(b)(vii) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days unless after the date of such rejection) be applied to prepay the Loans prepayment in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction full of the Revolving Credit Commitments (except in Loans under such Revolving Credit Facility the case of any mandatory prepayment made aggregate Revolving Credit Exposures under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case such Revolving Credit Facility exceed the aggregate Revolving Credit Commitments shall be permanently reduced by the amount of under such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentFacility. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, (i) each Borrower shall repay or prepay (A) all its outstanding Domestic Revolving Credit Borrowings or Multicurrency Revolving Credit Borrowings, as applicable, (B) all its outstanding Multicurrency Swingline Loans (in the Borrowers shallcase of a termination of the Multicurrency Revolving Credit Commitments), and (C) all outstanding Australian Fronted Loans made to such Borrower (in the case of a termination of the Multicurrency Revolving Credit Commitments) and (ii) Terex shall repay or prepay all outstanding Domestic Swingline Loans (in the case of a termination of the Domestic Revolving Credit Commitments), in each case on the date of any such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to . In the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters event of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the applicable Revolving Credit Lenders of the Aggregate Domestic Revolving Credit Exposure or Aggregate Multicurrency Revolving Credit Exposure, as applicable, after giving effect thereto. If at any other time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, (x) the Aggregate Domestic Revolving Credit Exposure plus the Domestic Contract Loan Exposure would exceed the Total Domestic Revolving Credit Commitment, (y) the Aggregate Multicurrency Revolving Credit Exposure plus the Multicurrency Contract Loan Exposure would exceed the Total Multicurrency Revolving Credit Commitment or (z) the Australian Fronted Exposure of the Australian Fronting Lender would exceed its Australian Fronting Commitment, then the Borrowers shall, shall (1) on the date of such reduction or at termination of Revolving Credit Commitments or (2) within three Business Day following notice from the Administrative Agent of any such other timefluctuation in exchange rate or otherwise, repay or prepay Revolving Credit Borrowings, Swingline Loans and, after the Revolving or Australian Fronted 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 Bank with respect toa combination thereof) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth third Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess (other than (i) any Asset Sale the Net Cash Proceeds of which are not greater than $5,000,000 15,000,000 from any single event or series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of which are not greater than $50,000,000 in any fiscal year of Terex), in each case except to the Borrowersextent that the proceeds would otherwise be required to be used to make an offer to repurchase Existing Senior Subordinated Notes, the Borrowers outstanding Term Loans shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit be prepaid in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is ) in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the an aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion equal to 100% of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofProceeds. (c) In the event that the Administrative Borrower Terex or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 6.01), then, substantially simultaneously with (other and in any event not later than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the third Business Day of next following) the receipt of such Net Cash Proceeds, apply 100% of such Net Cash Proceeds shall be used, at Terex’s option, (i) to prepay outstanding Term Loans in accordance with Section 2.13(f), and/or (ii) to prepay outstanding Revolving Loans, without reducing the Revolving Credit Commitments, in an aggregate principal amount equal to 100% of such Net Cash Proceeds to prepay Proceeds. (d) No later than 60 days after the end of each ECF Period, outstanding Term Loans and/or cash collateralize outstanding Letters of Credit shall be prepaid in accordance with Section 2.13(f)) in an aggregate principal amount equal to 50% of Excess Cash Flow for the ECF Period then ended minus Voluntary Prepayments during such ECF Period; provided, however, that no such prepayment shall be required for an ECF Period if the Senior Secured Leverage Ratio as of the end of such ECF Period was less than 2.75 to 1.00. (de) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) there shall receive Net Cash Proceeds from occur any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of or Condemnation and, pursuant to the Borrowersapplicable Mortgage, the Borrowers Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the outstanding Term Loans shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply be prepaid in accordance with Section 2.13(f) in an aggregate principal amount equal to 100% of such Net Cash Casualty Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at or Condemnation Proceeds, as the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers case may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]be. (f) Mandatory prepayments under Each prepayment of outstanding Term Loans required to be made pursuant to any paragraph of this Section 2.13(b), (c) and (d) 2.13 shall be applied without penalty or premium, (i) first, allocated pro rata among between the U.S. Term Loans, the Euro Term Loans and the Other Term Loans (if any), in each case, being ) and applied to (i) first against the remaining scheduled amortization payments relating to such installments of principal due in respect of U.S. Term Loans, Euro Term Loans and Other Term Loans (if any) under Sections 2.11(a)(i), 2.11(a)(ii) and 2.11(c), respectively, in direct the next twelve months in the order of maturity, maturity and (ii) second, to pro rata against such remaining scheduled installments of principal. Each prepayment of Revolving Loans and, required to be made pursuant to paragraph (iiic) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments above shall be permanently reduced allocated between the Domestic Revolving Loans and the Multicurrency Revolving Loans as determined by the amount of such debt incurred)Terex. (g) The Administrative Borrower Terex shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Financial Officer of the Administrative Borrower Terex setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days Days’ prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments)prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and but shall otherwise be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentwithout premium or penalty. (h) [reserved]. (i) Notwithstanding To the foregoing provisions of extent possible consistent with Section 2.13(f), amounts to be applied pursuant to this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied 2.13 to the prepayment of Term Loans pursuant and Revolving Loans shall be applied, as applicable, first to clause prepay outstanding ABR Term Loans and ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the applicable Borrower, be applied to prepay Eurocurrency Term Loans or Eurocurrency Revolving Loans, as the case may be, 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 (i) allocable to Term Loans to ratably prepay Euro Term Loans and Eurocurrency U.S. Term Loans and (ii) or clause (iii) above shall be applied instead allocable to Revolving Loans to prepay Eurocurrency Revolving Loans, in each case on the fourth Business Day following last day of their respective Interest Periods (or, at the date direction of such Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, 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 such Borrower with the Administrative Agent and over which the offer is made to Term Loan Lenders pursuant to clause Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (ii) above h). The Administrative Agent will, at the request of such Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the prepayment last day of outstanding the applicable Interest Periods of the Eurocurrency Term Borrowings or Eurocurrency Revolving Loans Borrowings to be prepaid, as the case may be; provided, however, that (but without A) the Administrative Agent shall not be required to make any corresponding reduction investment that, in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing applicationits sole judgment, such amounts shall be paid promptly by would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (B) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. Such Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency 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 (which shall be for the account of the applicable Borrower, to the extent not necessary for the prepayment of Eurocurrency Loans in accordance with this Section 2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the 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 amounts returned of the Obligations. Each Borrower hereby grants to the Administrative Borrower pursuant Agent, for its benefit and the benefit of the Secured Parties, a security interest in its Prepayment Account to this clause secure the Obligations. This paragraph (v), “Declined Amounts”h) shall not be construed to alter the application required by Section 2.13(f).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers each Revolving Loan Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans Credit Borrowings and all its outstanding Swing Line Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all its outstanding Revolving Letters of Credit issued by such Issuing Bankand/or deposit an amount equal to the Revolving L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Revolving Credit Lenders. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect thereto, then the Revolving Loan Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans and, after the Revolving 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 Bank with respect toa combination thereof) and/or cash collateralize Revolving Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth tenth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect from the completion of any Asset Sale in excess (other than Excluded Proceeds) or the occurrence of $5,000,000 in any fiscal year of the BorrowersRecovery Event, the Borrowers Term Loan Borrower shall apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit and, thereafter, to permanently reduce the Total Credit-Linked Deposit, such prepayment and reduction to be made in accordance with Section 2.13(f2.13(d); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of the Term Loan Borrower, commencing with the fiscal year ending on December 31, 2005, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Term Loan Borrower shall prepay outstanding Term Loans and, thereafter, permanently reduce the Total Credit-Linked Deposit, such prepayment and reduction to be made in accordance with Section 2.13(d), in an aggregate principal amount equal to the Required Prepayment Percentage of Adjusted Excess Cash Flow for the fiscal year then ended. (d) Notwithstanding any provision in this Agreement to the contrary, but subject to the right of each Term Lender and each Funded L/C Lender to elect to decline all or any portion of any prepayment or return pursuant to this Section 2.13 as described below, the amount to be prepaid or returned on any date pursuant to this Section 2.13 shall be applied first to the prepayment (to the extent required to be so applied) of all Term Loans outstanding on such date and thereafter (to the extent of any residual) to the permanent return of Credit-Linked Deposits outstanding on such date (or to be deposited in an account with the Administrative Agent if required under the circumstances described in paragraph (e) below). No later than 5:00 p.m., New York City time, one Business Day prior to the applicable prepayment or return date, each Term Lender and each Funded L/C Lender may provide written notice to the Administrative Agent either (i) setting forth the maximum amount of the aggregate amount of its Term Loans and/or Credit-Linked Deposits that it wishes to have prepaid or returned on such date pursuant to this Section (the “Requested Prepayment Amount”) or (ii) declining in its entirety any prepayment or return on such date pursuant to this Section. In the event that any Term Lender or any Funded L/C Lender shall fail to provide such written notice to the Administrative Agent within the time period specified above, (i) such Term Lender shall be deemed to have 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) and (ii) such Funded L/C Lender shall be deemed to have elected a Requested Prepayment Amount equal to its ratable share of such mandatory return (determined based on the percentage of the aggregate amount of the Total Credit-Linked Deposit represented by such Funded L/C Lender’s Credit-Linked Deposits as determined immediately prior to such return and without taking into account any Requested Prepayment Amount of any other Lender). In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required any mandatory prepayment or return to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required made pursuant to this Section 2.13(d) shall be reduced accordingly. To equal to or exceed the extent the holders aggregate amount of Other Applicable Indebtedness decline 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 indebtedness repurchased Term Lender’s Requested Prepayment Amount, and any residual amount of any mandatory prepayment or prepaid, the declined amount return remaining after such application shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with return of the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, Credit-Linked Deposits of the Funded L/C Lenders as follows: (i) firstin the event that any such residual amount shall be equal to or exceed the aggregate amount of all Requested Prepayment Amounts of all Funded L/C Lenders electing (or deemed to be electing) such a return, pro rata among the Term Loans each Funded L/C Lender electing (if any), in each case, being applied or deemed to the remaining scheduled amortization payments relating be electing) such a return shall have an amount of its Credit-Linked Deposits returned that is equal to such Term Loans in direct order of maturity, Funded L/C Lender’s Requested Prepayment Amount or (ii) secondin the event that any such residual amount shall be less than the aggregate amount of all Requested Prepayment Amounts of all Funded L/C Lenders electing (or deemed to be electing) such a return, each Funded L/C Lender electing (or deemed to Revolving Loans and, (iiibe electing) third, to cash collateralize outstanding Letters of Credit (such a return shall have its Credit-Linked Deposits returned in an amount equal to the Minimum Collateral product of (A) the amount of such residual and (B) the percentage of the aggregate Requested Prepayment Amounts of all Funded L/C Lenders electing (or deemed to be electing) such a return represented by such Funded L/C 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) on such a prepayment, (i) 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 and (ii) no amount shall be returned in respect of the Credit-Linked Deposits. Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata basisagainst the remaining scheduled installments due in respect of the Term Loans under Section 2.11. (e) Notwithstanding any provision in this Agreement to the contrary, in each case, with no corresponding the event that any permanent reduction of the Revolving Credit Commitments (except Total Credit-Linked Deposit pursuant to this Section would result in the case of any mandatory prepayment made under Funded L/C Exposure exceeding the Total Credit-Linked Deposit, the Term Loan Borrower shall deposit cash in a cash collateral account established with the Administrative Agent pursuant to Section 2.13(c2.23(j) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)excess. (gf) The Administrative Term Loan Borrower shall deliver to the Administrative Agent, at the time of each prepayment or reduction required under this Section 2.13, (i) a certificate signed by a Responsible Financial Officer of the Administrative Term Loan Borrower setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) to the extent practicable, at least three (3) Business Days ten days prior written notice of such prepayment or reduction (other than prepayments of ABR Revolving Loans that are not made in connection with and the termination or permanent reduction of Administrative Agent shall promptly provide the Revolving Credit Commitmentssame to each Term Lender and Funded L/C Lender). Each notice of prepayment or reduction 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 prepaidprepaid and the amount of any reduction of the Total Credit-Linked Deposit. All prepayments of Borrowings under or reductions of the Total Credit-Linked Deposit pursuant to this Section 2.13 shall be subject to Section 2.16, and but shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender without premium or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)penalty.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess[Reserved.] (b) Not later than the fifth Business Day following the receipt by [Reserved.] (c) On each Fee Payment Date, the Administrative Borrower Agent shall determine the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit under each Multicurrency Revolving Facility as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit under either Multicurrency Revolving Facility exceeds the aggregate Multicurrency Revolving Commitments under such Multicurrency Revolving Facility then in effect by 5% or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower or shall prepay Multicurrency Revolving Loans under such Multicurrency Revolving Facility in an aggregate principal amount at least equal to such excess; provided that the failure of the Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit under each Multicurrency Revolving Facility as provided in this Section 2.18(c) shall not subject the Administrative Agent to any Restricted Subsidiaryliability hereunder. (d) On each Fee Payment Date, the Administrative Agent shall determine the Dollar Equivalent of Net Cash Proceeds in respect the aggregate outstanding Domestic Revolving Extensions of Credit under each Domestic Revolving Facility (based on the Dollar Equivalent of the Outstanding Amount of any Asset Sale Letter of Credit denominated in excess of $5,000,000 in any fiscal year a Currency other than Dollars as of the Borrowerslast day of the related Fee Payment Period). If, as of the last day of any Fee Payment Period, the Borrowers shall apply 100% Dollar Equivalent of the Net Cash Proceeds received with respect thereto to aggregate outstanding Domestic Revolving Extensions of Credit under either Domestic Revolving Facility exceeds the aggregate Domestic Revolving Commitments under such Domestic Revolving Facility then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay outstanding Domestic Revolving Loans and/or cash collateralize or Swingline Loans under such Domestic Revolving Facility in an aggregate principal amount at least equal to, or Collateralize outstanding Letters of Credit in accordance with Section 2.13(f)an amount such that the Domestic Revolving Credit Exposures under the applicable Domestic Revolving Facility attributable to Letters of Credit is Collateralized in an amount equal to, such excess; provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms failure of the documentation governing such Indebtedness with Administrative Agent to determine the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis Dollar Equivalent of the aggregate outstanding principal amount of the Loans, outstanding Letters Domestic Revolving Extensions of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; under each Domestic Revolving Facility as provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness in this Section 2.18(d) shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that subject the Administrative Borrower or Agent to any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofliability hereunder. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b)On each Fee Payment Date, (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before shall determine the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment Dollar Equivalent of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount aggregate outstanding Canadian Revolving Extensions of such mandatory prepayment, all Credit under each Canadian Revolving Facility as of the amount that otherwise would have been applied to mandatorily prepay last day of the Term Loans related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under either Canadian Revolving Facility exceeds the aggregate Canadian Revolving Commitments under such Lender Canadian Revolving Facility then in effect by 5% or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basismore, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and then the Administrative Agent shall notify the Company and, within three five Business Days following of such notice, the date on which Company or the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender relevant Subsidiary Borrower shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding prepay Canadian Revolving Loans (but without any corresponding reduction under such Canadian Revolving Facility in Revolving Credit Commitments) and (v) an aggregate principal amount at least equal to such excess; provided that the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by failure of the Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under each Canadian Revolving Facility as provided in this Section 2.18(e) shall not subject the Administrative Borrower (Agent to any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)liability hereunder.

Mandatory Prepayments. (a) In If on any date the event sum of any termination the aggregate outstanding Principal Amount of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and Competitive Bid Loans (all outstanding Swing Line the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrowers, jointly and severally, shall repay no later than the next following Business Day the principal amount of Revolving Loans and replace or cause to be canceled (or make other arrangements satisfactory but excluding DB Loans to the Administrative Agent and each Issuing Bank with respect toextent the respective DB Loan Maturity Date has not occurred) all outstanding Letters of Credit issued by in an aggregate Principal Amount equal to such Issuing Bankexcess. If, after giving effect to any partial reduction the prepayment of the all outstanding Revolving Credit Commitments or at any other timeLoans as set forth above, the remaining Aggregate Revolving Credit Exposure would Loan Outstandings exceed the Total Revolving Credit Commitment, then the Borrowers shallBorrowers, jointly and severally, shall repay on such date the date principal of such reduction or at such other time, repay or prepay Revolving Competitive Bid Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an aggregate amount sufficient equal to eliminate such excess. (b) Not later than On the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiarymaturity date specified pursuant to Section 1.04(a) of Net Cash Proceeds in with respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowersto each Competitive Bid Loan, the Borrowers applicable Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any repay such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant Competitive Bid Loan to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (applicable Bidder Lender or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofBidder Lenders. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x)))On each DB Loan Maturity Date, the Borrowers respective Designated Borrower shall on repay the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding respective DB Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)full. (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant Notwithstanding anything to the terms thereof with the net proceeds from such Casualty Event Receiptcontrary contained elsewhere in this Agreement, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofFinal Maturity Date. (e) [reserved]. (f) Mandatory prepayments under With respect to each prepayment of Revolving Loans required by Section 2.13(b3.02(a), (cthe applicable Borrower may designate the Types of Revolving Loans which are to be prepaid and the specific Borrowing(s) and (d) shall be applied without penalty or premiumpursuant to which made, provided that (i) first, pro rata among if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the Term outstanding Revolving Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating made pursuant to such Term Loans in direct order of maturityBorrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, (ii) second, to then all Revolving Loans and, (iii) third, outstanding pursuant to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments such Borrowing shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment immediately converted into Base Rate Loans and (ii) to the extent practicable, at least three (3) Business Days prior written notice each prepayment of such prepayment (other than prepayments of ABR any Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). 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) pursuant to be prepaid. All prepayments of Borrowings under this Section 2.13 a Borrowing shall be subject to Section 2.16, and shall be accompanied applied pro rata among such Revolving Loans. In the absence of a designation by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) a Borrower as described in the case of any mandatory prepayment of the Term Loanspreceding sentence, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loansshall, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers subject to the remaining non-waiving Term Loan Lender or Term Loan Lenders on above, make such designation in its sole discretion with a pro rata basisview, based on the respective principal amounts of their outstanding Term Loansbut no obligation, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)minimize breakage costs owing under Section 1.12.

Mandatory Prepayments. (ai) In Upon the event sale of any termination Financed Eligible Asset or other asset by any Borrower (including the sale or disposition of the equity interests in any such Borrower that holds a Financed Eligible Asset but excluding any transfer of an Eligible Asset to a direct or indirect Subsidiary of Bermuda Holding 2 Ltd. or AI 3 Ltd. who, in connection with such transfer will assume all of the transferor's obligations and shall satisfy all requirements under Section 5.2 to become a Borrower hereunder), or upon the refinancing of any Indebtedness of any Borrower arising from any Loan hereunder, the Borrowers, jointly and severally, shall immediately pay to the Agent an amount equal to the greater of (A) the outstanding principal of and accrued interest on any Loans made to, or for the benefit of, such Borrower in connection with such Financed Eligible Asset and (B) an amount sufficient to bring the Borrowers into compliance with the Borrowing Base Covenant after giving effect to such sale, disposition or refinancing. If any net proceeds of such sale or refinancing remain after the repayments in full of all outstanding principal and accrued interest on the Revolving Credit CommitmentsLoans attributable to the Financed Eligible Asset sold, such excess proceeds shall be applied first, to reduce the outstanding principal and accrued interest on Loans as directed by Bermuda Holding 2 Ltd. or AI 3 Ltd. until the Borrowers are in compliance with the Borrowing Base Covenant and second, if no Default or Event of Default exists at the time, to the Applicable Borrower to be used or distributed by the Applicable Borrower in its sole discretion. (ii) If, as of any Calculation Date, the aggregate principal amount of the Loans shall be greater than 85% of the Borrowing Base on such day, the Borrowers shall, on the date of Payment Date immediately following such terminationCalculation Date, repay or prepay all its outstanding Revolving the Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant equal to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of amount necessary to cause the aggregate outstanding principal amount of the Loans to be not greater than 85% of the Borrowing Base on such Payment Day. (iii) If the estimated amount of out of pocket costs incurred by an Applicable Borrower in connection with the acquisition of a Financed Eligible Asset exceeds the actual amount of such out of pocket costs included in the Purchase Price of such Financed Eligible Asset, the Borrowers shall prepay the Loan relating to such Financed Eligible Asset in an amount equal to 85% of such excess out of pocket costs within five Business Days after a Responsible Officer learns of such excess. (iv) The Borrowers, jointly and severally, shall prepay the Loans in respect of a Financed Eligible Asset upon the occurrence of an Event of Loss in respect of such Finance Eligible Asset and on the date required by Section 3.8(b) of the Security Agreement. If any net proceeds received in respect of such Event of Loss remain after the repayment in full of all outstanding principal and accrued interest on such Loans, outstanding Letters if no Default or Event of Credit and Default exists at the aggregate outstanding principal amount of the Other Applicable Indebtedness at time, such time; provided further that the portion of such Net Cash Proceeds allocated excess proceeds shall be paid to the Other Applicable Indebtedness shall not exceed the amount required to Borrower and may be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of used by such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit Borrower in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, this Agreement and the amount of prepayment of other Loan Documents. (v) Upon any Permanent Capital Markets Financing, the Loans Borrowers, jointly and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) severally, shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied required to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant received with respect to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of any Financed Eligible Asset included in such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)Permanent Capital Markets Financing. (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments or all the Incremental Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans Credit Borrowings and Revolving Swingline Borrowings (in the case of a termination of the Revolving Credit Commitments) or all its outstanding Swing Line Loans Incremental Revolving Credit Borrowings and replace or cause to be canceled Incremental Swingline Borrowings (or make other arrangements satisfactory in the case of a termination of the Incremental Revolving Credit Commitments), and, except to the Administrative Agent and each Issuing Bank with respect to) extent permitted by Section 2.23(b), replace all outstanding Letters of Credit issued by such Issuing Bankof the applicable Class and/or deposit an amount equal to the L/C Exposure of the applicable Class in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other timeIncremental Revolving Credit Commitments, the Aggregate Revolving Credit Exposure or Aggregate Incremental Revolving Credit Exposure would exceed the Total Revolving Credit Commitment or Total Incremental Revolving Credit Commitment, respectively, after giving effect thereto, then the Borrowers Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Revolving Swingline Loans and, after (or a combination thereof) (in the case of the Revolving Credit Commitments) or Incremental Revolving Loans shall have been repaid or prepaid Incremental Swingline Loans (in full, replace or cause to be canceled (or make other arrangements satisfactory the case of the Incremental Revolving Credit Commitments); and/or except to the Administrative Agent and each Issuing Bank with respect to) extent permitted by Section 2.23(b), cash collateralize Letters of Credit issued by such Issuing Bank of the applicable Class in an amount sufficient to eliminate such excess. (b) Not later than the fifth third Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect completion of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersSale, the Borrowers Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay (i) outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at 2.13(g) and (ii) after the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is payment in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms full of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans, outstanding Letters of Revolving Loans (without any reduction in Revolving Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofCommitments). (c) In the event and on each occasion that an Equity Issuance occurs, the Administrative Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g) provided, however that this Section 2.13(c) shall not apply to the IPO Proceeds. (d) No later than the earlier of (i) 45 days after the end of each ECF Period (commencing with the ECF Period ending on June 30, 2004), and (ii) the date on which the financial statements with respect to the last fiscal quarter of such period are delivered pursuant to Section 5.04(b), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (A) 75% of Excess Cash Flow for the ECF Period then ended if the Leverage Ratio at the end of such period shall have been greater than or equal to 2.5 to 1.0, or (B) 50% of Excess Cash Flow for the ECF Period then ended if the Leverage Ratio at the end of such ECF Period shall have been less than 2.5 to 1.0. (e) In the event that any Loan Party or any Restricted Subsidiary (or any other Person at the direction subsidiary of the Administrative Borrower or a Restricted Subsidiary) Loan Party shall receive Net Cash Proceeds from the issuance incurrence or incurrence disposition of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))6.01), the Borrowers shall on Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day of next following) the receipt of such Net Cash ProceedsProceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f2.13(g). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b)On the Repurchase Cutoff Date, (c) and (d) the Borrower shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such prepay outstanding Term Loans in direct order of maturity, (iiaccordance with Section 2.13(g) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in by an amount equal to the Minimum Collateral Excess Proceeds Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among the then outstanding Term Loans and Other Term Loans, and applied pro rata against the remaining scheduled installments of principal due in respect of Term Loans and Other Term Loans under Sections 2.11(a)(i) and (ii), respectively. (h) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Financial Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days days’ prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments)prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and but shall otherwise be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]without premium or penalty. (i) Notwithstanding [Intentionally Omitted] (j) For a period of 45 consecutive days (the foregoing provisions of this Section 2.13, (i“Cleanup Period”) commencing on any day in the case month of any mandatory prepayment December of each year, chosen at the option of the Term Borrower, the Borrower shall ensure that no Revolving Loans or Revolving Swingline Loans are outstanding under this Agreement. In order to comply with the previous sentence, the Borrower shall, if necessary, prepay in full the aggregate principal amount of all Revolving Loans and Revolving Swingline Loans outstanding at the commencement of the Cleanup Period and shall not during the Cleanup Period request any Revolving Loans or Revolving Swingline Loans; provided that such limitation shall not affect the ability of the Borrower to request Incremental Revolving Loans, Term Loan Lenders may waive by written notice to Incremental Swingline Loans or a Letter of Credit during the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment Cleanup Period. The obligations of the Term LoansBorrower under this paragraph are in addition to, (ii) if and shall not in any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepaymentmanner limit, all any other obligation of the amount that otherwise would have been applied Borrower hereunder to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding repay Revolving Loans (but without any corresponding reduction in and Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Swingline Loans.

Mandatory Prepayments. (a%3) In the event of any termination of all the Revolving Credit Commitments, the Revolving Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans Credit Borrowings and replace or cause to be canceled (or make other cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect toBank) all outstanding Letters of Credit issued by each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timetime (including on any Calculation Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Revolving Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans Credit Borrowings and, after the Revolving Loans Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled (or make other cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each such Issuing Bank with respect toBank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess. (ba) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in Prepayment Date with respect of to any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersSale, the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred since the 2016 Restatement Date, from the 2016 Restatement Date) exceeds $100,000,000 (or, if an asset sale offer or prepayment is required at a lower threshold under the definitive documentation governing any Material Indebtedness, such lower threshold) and (ii) with respect to the Net Cash Proceeds of any Asset Sale, to the extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase Senior Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations with the proceeds of such Asset Sale, the Net Cash Proceeds to be applied to prepay outstanding Term Loans pursuant to this clause (b) shall be reduced by an amount equal to the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans. (b) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2016, and (ii) the date that any is 10 days following the date on which the financial statements with respect to such prepayment would be requiredperiod are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 3.0 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 3.0 to 1.0 and greater than 2.5 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended (it being understood that no prepayment pursuant to this Section 2.13(c) shall be required in respect of the fiscal year then ended if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.5 to 1.0), in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (not made with funds received in connection with a refinancing of all or any Permitted Refinancing Debt thereof portion of such Indebtedness minus (C) the amount of cash used to make permanent voluntary prepayments, repurchases or redemptions, as the case may be, of Term Loans pursuant to Section 2.12(b) or 9.04(m) or of Senior Secured Notes (and the repayment or redemption of Senior Secured Notes upon the maturity thereof) during such fiscal year but only to the extent that is the Term Loans and Senior Secured Notes so prepaid, repaid, repurchased or redeemed, as the case may be, by their terms cannot be reborrowed, redrawn or resold and such prepayments, repayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Term Loans and Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans and which are secured with Liens on a the Collateral ranking pari passu basis with the Obligations) Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the terms product of (1) the documentation governing such Indebtedness with the net proceeds amount of such Asset Sale Excess Cash Flow and (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof)2) a fraction, “Other Applicable Indebtedness”), then the Borrowers may apply numerator of which is the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit such Senior Secured Notes with respect to which such a requirement to prepay exists and the aggregate denominator of which is the sum of the outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, Senior Secured Notes and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the outstanding principal amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofTerm Loans. (c) In the event that the Administrative Borrower any Loan Party or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower of any Loan Party or any such Restricted Subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under by Section 6.01(m)(x))6.01), the Borrowers shall on the Business Day of receipt of such Net Cash Proceedsshall, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance substantially simultaneously with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 and in any fiscal year of the Borrowers, the Borrowers shall event not later than the fifth fourth Business Day following next following) the receipt of such Net Cash Proceeds by the Administrative Borrower such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if . (d) Notwithstanding the foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to elect, by written notice to the Administrative Agent at the time that and in the manner specified by the Administrative Agent in consultation with Holdings, to decline all (but not less than all) of any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the mandatory prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the its Term Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have 2.13 (such indebtedness repurchased or prepaiddeclined amounts, the declined amount shall promptly (“Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers and in any event within five (5) Business Days after will be added to the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofAvailable Amount. (e) [reserved]Subject to Section 2.13(e), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata to each Class of Term Loans and applied to the remaining scheduled installments of principal due pursuant to clauses (i), (ii) and (iv) of Section 2.11(a) as directed by the applicable Borrower (and absent any such direction, in direct order of maturity against the remaining scheduled installments of principal due). (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Each applicable Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Financial Officer of the Administrative such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) four Business Days prior irrevocable written notice of such prepayment (other than prepayment, which notice, in the case of any prepayments of ABR Revolving Loans that are not made in connection with required under Section 2.13(b) or Section 2.13(d), may be conditioned upon the termination receipt by Holdings or permanent reduction a Subsidiary of the Revolving Credit Commitments)Net Cash Proceeds referred to therein or the occurrence of any other event. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (ig) Notwithstanding the foregoing provisions provisions, to the extent that repatriating any or all of the Net Cash Proceeds from any Asset Sale or Excess Cash Flow attributable to a Foreign Subsidiary (x) would result in material adverse tax consequences to Holdings or any Subsidiary or (y) is prohibited or delayed by applicable local law from being repatriated to any jurisdiction that would enable such amounts to be applied to prepayment pursuant to this Section 2.13 (in the case of the foregoing clauses (x) and (y), as reasonably determined by Holdings in good faith, which determination shall be conclusive), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied in compliance with the foregoing provisions, and such amounts may be retained by the applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred to any other Foreign Subsidiary; provided, however, that, in the case of this Section 2.13clause (y), if the Net Cash Proceeds or Excess Cash Flow the repatriation of which is prohibited or delayed by applicable local law exceeds $10.0 million, Holdings shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow can be achieved such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied (iwhether or not repatriation actually occurs), in compliance with the foregoing provisions (A) in the case of any mandatory prepayment Excess Cash Flow, within 10 Business Days thereafter and (B) in the case of Net Cash Proceeds from Any Asset Sale, within the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before time periods specified in Section 2.13(b) above (measured from the date on which such mandatory prepayment would otherwise Net Cash Proceeds can be required to be made hereunder the right to receive the amount of repatriated, whether or not such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”repatriation actually occurs).

Mandatory Prepayments. (ai) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.05(b) or reduction of the Elected Loan Limit pursuant to Section 2.01(b)(i), the total Revolving Credit Commitments or at any other time, Exposures exceeds the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitmenttotal Commitments, then the Borrowers shall, Borrower shall prepay the Revolving Credit Borrowings on the date of such termination or reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% such excess, and if any excess remains after prepaying all of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters the Revolving Credit Borrowings as a result of Letter of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Obligations, Cash Proceeds from any Casualty Event Receipt in Collateralize such excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amountgreater of (A) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)Letter of Credit Obligations and (B) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to (A) Upon any Scheduled Redetermination or Interim Redetermination if the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the total Revolving Credit Commitments). Each notice of prepayment shall specify Exposures exceeds the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower redetermined Borrowing Base and the Administrative Agent on or before sends a New Borrowing Base Notice to the date on Borrower indicating such Borrowing Base Deficiency (each, a “Borrowing Base Deficiency Notice”), then the Borrower shall within ten (10) Business Days following receipt of such Borrowing Base Deficiency Notice elect whether to (1) prepay the Revolving Credit Borrowings an amount which such mandatory prepayment would otherwise be required would, if prepaid immediately, reduce the total Revolving Credit Exposures to be made hereunder the right to receive the amount of the Borrowing Base, (2) execute one or more Security Instruments (or cause a Subsidiary to execute one or more Security Instruments) covering such mandatory prepayment other Oil and Gas Properties as are reasonably acceptable to the Majority Lenders having present values which, in the reasonable opinion of the Term LoansMajority Lenders, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive based upon the right to receive the amount of such mandatory prepayment, all Majority Lenders’ good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers at least equal to the remaining non-waiving Term Loan Lender total Revolving Credit Exposures, or Term Loan Lenders on a pro rata basis(3) do any combination of the foregoing. If the Borrower fails to make an election within such ten (10) Business Day period after the Borrower’s receipt of the Borrowing Base Deficiency Notice, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative then Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected selected the prepayment option specified in clause (1) above. To the extent any prepayment of Revolving Credit Borrowings is required hereunder, if any excess of total Revolving Credit Exposures over the Borrowing Base then in effect remains after prepaying all Revolving Credit Borrowings as a result of Letter of Credit Obligations, the Borrower shall Cash Collateralize such offer, (iv) any amounts not applied excess in an amount equal to the prepayment greater of Term Loans pursuant (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above drawn at any time prior to the prepayment stated expiry of all outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Letters of Credit.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Revolving Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans Credit Borrowings and replace or cause to be canceled (or make other cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect toBank) all outstanding Letters of Credit issued by each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timetime (including on any Calculation Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Revolving Borrowers shall, on the date of such IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] reduction or at such other time, repay or prepay Revolving Loans Credit Borrowings and, after the Revolving Loans Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled (or make other cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each such Issuing Bank with respect toBank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in Prepayment Date with respect of to any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersSale, the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time that any such of the immediately preceding prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans under this clause (b) (or any Permitted Refinancing Debt thereof that if no such prepayments have yet occurred since the 2016 Restatement Date, from the 2016 Restatement Date) exceeds $100,000,000 (or, if an asset sale offer or prepayment is in required at a lower threshold under the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the definitive documentation governing any Material Indebtedness, such Indebtedness lower threshold) and (ii) with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply respect to the Net Cash Proceeds of any Asset Sale, to the extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase Senior Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations with the proceeds of such Asset Sale on Sale, the Net Cash Proceeds to be applied to prepay outstanding Term Loans pursuant to this clause (b) shall be reduced by an amount equal to the product of (1) the amount of such Net Cash Proceeds and (2) a pro rata basis (determined on fraction, the basis numerator of which is the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the aggregate denominator of which is the sum of the outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, Senior Secured Notes and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the outstanding principal amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofTerm Loans. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other No later than the incurrence earlier of Indebtedness permitted under Section 6.01(m)(x))), (i) 90 days after the Borrowers shall on the Business Day end of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any each fiscal year of the BorrowersHoldings, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof commencing with the net proceeds from such Casualty Event Receiptfiscal year ending on December 31, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans2016, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days is 10 days following the date on which the offer is made financial statements with respect to such period are delivered pursuant to clause Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to (iiA) above (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 3.0 to accept 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such offerperiod shall have been less than or equal to 3.0 to 1.0 and greater than 2.5 to 1.0, such Term Loan Lender 25% of Excess Cash Flow for the fiscal year then ended (it being understood that no prepayment pursuant to this Section 2.13(c) shall be deemed required in respect of the fiscal year then ended if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to have rejected 2.5 to 1.0), in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such offer, (iv) any amounts not applied fiscal year but only to the prepayment extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness minus (C) the amount of cash used to make permanent voluntary prepayments, repurchases or redemptions, as the case may be, of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).Section IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]]

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers Each Borrower shall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Loans Credit Borrowings and all outstanding Swing Line Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) all of its outstanding Letters of Credit issued by such Issuing BankCredit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeCommitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers US Borrower shall (and to the extent the Subsidiary Borrower Sublimit would exceed the Total Revolving Credit Commitment, then the Subsidiary Borrower shall), on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth tenth Business Day following the receipt by the Administrative US Borrower or any of its Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowersor Property Loss Event, the Borrowers US Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the US Borrower or any of its Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit and Second-Lien Loans in accordance with Section 2.13(f2.13(e); provided that provided, however, that, from and after the repayment in full of the Second-Lien Loans, the foregoing percentage shall be reduced to (i) 50% if the Adjusted Consolidated Leverage Ratio is less than or equal to 8.00 to 1.00 but greater than 6.00 to 1.00 and (ii) 0% if the Adjusted Consolidated Leverage Ratio is less than or equal to 6.00 to 1.00, in each case, determined by reference to the most recently delivered Pricing Certificate at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds; and provided, apply an amount equal further, that, except as provided in the next sentence, from and after the repayment in full of the Second-Lien Obligations (other than contingent obligations) if (x) prior to 100% the date any such prepayment is required to be made, the US Borrower notifies the Administrative Agent of its intent to (A) reinvest such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters in assets of Credit a kind then used or usable in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction business of the Administrative US Borrower and its Restricted Subsidiaries or a Restricted Subsidiary(B) shall receive Net Cash Proceeds from repay any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment Pari Passu Lien Obligations (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).the

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans Credit Borrowings and all outstanding Swing Line Loans and replace replace, cash collateralize or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and each the Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing BankCredit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans and, Credit Borrowings and after the Revolving Loans Credit Borrowings shall have been repaid or prepaid in full, replace replace, cash collateralize or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and each the Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth third Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in (including any fiscal year of the BorrowersSale and Leaseback Transaction permitted pursuant to Section 6.03(a), but excluding any Sale and Leaseback Transaction permitted pursuant to Section 6.03(b)) or any Recovery Event, the Borrowers Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or and cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) No later than the fifth Business Day after the date on which the financial statements with respect to such fiscal year (commencing with the fiscal year ending on December 31, 2017) are required to be delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to the ECF Percentage of Excess Cash Flow for the fiscal year then ended; provided that any prepayment of outstanding Term Loans pursuant to this Section 2.13(c) in respect of any fiscal year shall only be required in the amount by which the Excess Cash Flow for such fiscal year exceeds $3,000,000. (d) In the event that the Administrative Borrower any Loan Party or any Restricted Subsidiary (or any other Person at the direction subsidiary of the Administrative Borrower or a Restricted Subsidiary) Loan Party shall receive Net Cash Proceeds from the issuance of Disqualified Stock or incurrence of Indebtedness for money borrowed by the Administrative Borrower of any Loan Party or any such Restricted Subsidiary subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))6.01), the Borrowers shall on Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day of next following) the receipt of such Net Cash ProceedsProceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or and cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (de) In So long as the Senior Secured Leverage Ratio is greater than 3.00:1.00 (calculated on a pro forma basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.04(a) or (b), as the case may be, have been or were required to have been delivered), in the event and on each occasion that an Equity Issuance occurs, the Administrative Borrower or any Restricted Subsidiary shall, substantially simultaneously with (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 and in any fiscal year of the Borrowers, the Borrowers shall event not later than the fifth third Business Day following next following) the receipt occurrence of such Equity Issuance, apply 100% (or such lesser percentage required for the Senior Secured Leverage Ratio to be equal to or lessnot greater than 3.00:1.00 (calculated on a pro forma basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.04(a) or (b), as the case may be, have been or were required to have been delivered)) of the Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds therefrom to prepay outstanding Term Loans and/or in accordance with Section 2.13(f). (f) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and applied in direct order to the next eight scheduled installments of principal due in respect of the Term Loans under Sections 2.11(a)(i) and 2.11(a)(ii), as the case may be, and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Sections 2.11(a)(i) and 2.11(a)(ii), as the case may be. Upon the prepayment in full of all outstanding Term Loans, mandatory prepayments under this Agreement shall be applied, first, to prepay outstanding ABR Revolving Loans to the full extent thereof, without a corresponding permanent reduction of the amount of the Revolving Credit Commitments; second, if no ABR Revolving Loans are outstanding, to prepay outstanding Eurodollar Revolving Loans to the full extent thereof, without a corresponding permanent reduction of the amount of the Revolving Credit Commitments; and third, if no Revolving Loans are outstanding, to cash collateralize the aggregate undrawn amount of all outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b2.22(j), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the amount of the Revolving Credit Commitments (except Commitments. Any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the case of manner specified by the Administrative Agent, prior to any mandatory prepayment of the Term Loans required to be made under by the Borrower pursuant to Section 2.13(b), Section 2.13(c) in connection with Indebtedness incurred under or Section 6.01(m)(x2.13(e), in which case to decline all (but not a portion) of its pro rata share of such mandatory prepayment (such declined amounts, the Revolving Credit Commitments shall “Declined Proceeds”). Any Declined Proceeds may be permanently reduced retained by the amount of such debt incurredBorrower or applied at the Borrower’s discretion as otherwise permitted by Section 2.12(b). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Financial Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments)prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.12(f), as applicable, and Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. payment (h) [reserved]. (i) Notwithstanding other than prepayments of ABR Revolving Loans that are not made in connection with the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment termination or permanent reduction of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination in full of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans Borrowings and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all its outstanding Letters of Credit issued by such and/or deposit an amount equal to the Revolving L/C Exposure in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, after giving effect thereto, then the Borrowers Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Borrowings and/or cash collateralize Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. Each prepayment under this Section 2.13(a) shall be made on a pro rata basis among the Revolving Commitments based on the Pro Rata Percentages of each Lender. (b) Not later than In the fifth Business Day following event that the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account is required to make a mandatory prepayment of an Asset Sale by the Administrative Borrower or any Restricted SubsidiaryTerm Loans pursuant to Section 6.04(e) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowerswith Excess Proceeds, the Borrowers Borrower shall apply 100% of make such prepayment within ten (10) Business Days following the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit date set forth in accordance with such Section 2.13(f6.04(e); provided that that, if at the time that any such prepayment would be required, the Borrowers are Borrower is required to, or is required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (to, repurchase, redeem, repay or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are prepay Indebtedness secured on a pari passu basis with the ObligationsGuaranteed Obligations and constitute Priority Lien Obligations (as defined in the Collateral Trust Agreement) pursuant to the terms of the documentation governing (any such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof)Indebtedness, “Other Applicable Indebtedness”), then the Borrowers Borrower may apply the Net Cash Excess Proceeds of such Asset Sale to redeem, repurchase, repay or prepay Term Loans and Other Applicable Indebtedness on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit such applicable Term Loans and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time); provided further provided, however, that the portion of such Net Cash Excess Proceeds allocated to the Other Applicable Indebtedness shall will not exceed the amount of such Excess Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Excess Proceeds shall will be allocated to the prepayment of the Term Loans and Letters of Credit (in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b2.12(b) shall be reduced accordingly. To ; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased Indebtedness repurchased, redeemed, repaid or prepaidprepaid with such prepayment amount, the declined amount shall of such prepayment amount will promptly (and in any event within five ten (510) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereofhereof (to the extent such prepayment amount would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). (c) In the event that The Borrower shall notify the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit Agent in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case writing of any mandatory prepayment of Term Loans required to be made under pursuant to Section 2.13(c2.13(b) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s pro rata share of such prepayment, following which, (A) each applicable Term Lender will have the right to refuse such prepayment by giving written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice refusal to the Administrative Borrower and Agent within one Business Day after such Lxxxxx’s receipt of notice from the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory offer of prepayment of (“Declined Proceeds”) (in which case the Term Loans, (ii) if Borrower shall not prepay any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loansdate that is specified in clause ‎(B) below), (iiiB) if and to the extent any Borrower will make all such non-waiving Term Loan Lender does prepayments not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on so refused upon the fourth Business Day following after delivery of notice by the date on which the offer is made to Term Loan Lenders Borrower pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments‎Section 2.05(b)(vi) and (vC) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall Declined Proceeds may be paid promptly retained by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Borrower.

Mandatory Prepayments. (a) In If any Indebtedness shall be incurred by any Group Member after the event Restatement Effective Date (excluding any Indebtedness incurred in accordance with Section 7.2(other than Section 7.2(h))), an amount equal to 100% of any termination the Net Cash Proceeds thereof shall be applied on the date of all such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit Commitmentsas set forth in Section 2.11(e). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event after the Restatement Effective Date (each such date a “Reinvestment Event”), any associated Reinvestment Prepayment Amount shall be applied on the relevant Reinvestment Prepayment Date toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(e). (c) If any Group Member shall receive any Acquisition Claim Amount after the Restatement Effective Date, 100% of such amount shall be applied on the date of receipt toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(e). (d) If, for any fiscal year of the Parent Borrower commencing with the fiscal year ending December 31, 2005, there shall be Excess Cash Flow, the Borrowers shall, on the date relevant Excess Cash Flow Application Date, apply the ECF Percentage of such terminationExcess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), repay or prepay all its outstanding for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and reductions made pursuant to the preceding paragraphs shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce the Revolving Extensions of Credit (without reducing the Revolving Commitments). If the aggregate principal amount of Revolving Loans and all Swingline Loans then outstanding Swing Line Loans is less than the amount required to reduce the US$ Revolving Extensions of Credit, the Parent Borrower shall, to the extent of such remaining amount, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and replace or cause to be canceled (or make other arrangements conditions satisfactory to the Administrative Agent Agent. The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and each Issuing Bank with respect toSwingline Loans) all outstanding Letters shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) If, on any Determination Date, the aggregate Multicurrency Revolving Extensions of Credit issued by exceed 105% of the aggregate Multicurrency Revolving Commitments, the Borrowers shall, without notice or demand, within three Business Days after such Issuing Bank. IfDetermination Date, prepay Multicurrency Revolving Loans in an aggregate amount such that, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timethereto, the Aggregate aggregate Multicurrency Revolving Extensions of Credit Exposure would do not exceed the Total aggregate Multicurrency Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excessCommitments. (bg) Not later than the fifth Business Day following the receipt by the Administrative Borrower or If, on any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersDetermination Date, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis Dollar Equivalent of the aggregate outstanding principal amount of the Loans, outstanding Letters Euro Term Loans exceeds 105% of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereofEuro Term Commitments, and the remaining amountXxxxx Germany shall, if anywithout notice or demand, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) three Business Days after the date of such rejection) be applied to Determination Date, prepay the Euro Term Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any an aggregate amount such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x)))that, after giving effect thereto, the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis Dollar Equivalent of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall Euro Term Loans does not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofaggregate Euro Term Commitments. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In If at any time the event sum of any termination the aggregate principal amount of all the Revolving Credit Commitments, Loans outstanding plus the Borrowers shall, on aggregate principal amount of all Swingline Loans plus the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit then current L/C Exposure would shall 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 Loans and, after Commitment less the Revolving Commitment Credit Reserve then in effect, the Borrower will immediately prepay such 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient extent necessary to eliminate such excess. (b) Not later than the fifth Within two (2) Business Day following Days of the receipt of any Net Cash Proceeds by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersCredit Party, the Borrowers Borrower shall apply prepay Loans and cash collateralize the Existing Standby L/Cs in accordance with Section 2.11(e) in an amount equal to 100% of the Net Cash Proceeds received by such Credit Party. (c) any insurance relating to any Collateral (other than business interruption insurance) required to be maintained pursuant to this Credit Agreement or any other Fundamental Document on account of each separate loss, damage or injury in excess of $5,000,000 to any tangible real or personal property of the Borrower or any of its Subsidiaries, or (ii) any condemnation proceeding affecting any Real Property Asset (provided, that, so long as no Default or Event of Default shall have occurred and then be continuing, such insurance or condemnation proceeds (or any portion thereof) may be expended or irrevocably committed by the Borrower or any of its Subsidiaries to repair or replace such property within 180 days of such loss, damage, injury or condemnation and the Borrower shall furnish to the Administrative Agent and the Collateral Agent evidence satisfactory to the Administrative Agent and the Collateral Agent of such expenditure or commitment and shall have certified to the Administrative Agent and the Collateral Agent that such proceeds (or such proceeds together with respect thereto other funds available to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit the Borrower) are sufficient to repair or replace such property), the Borrower shall, in accordance with Section 2.13(f2.11(e), prepay or, to the extent the Collateral Agent is loss payee under any insurance policy, hereby irrevocably directs the Administrative Agent and the Collateral Agent to apply as a prepayment of the Loans and as cash collateralization of the Existing Standby L/Cs, an amount equal to 100% (or such lesser percentage which represents that portion of such proceeds not expended or committed pursuant to the immediately preceding parenthetical phrase) of such insurance or condemnation proceeds; provided provided, that if at the time that any such prepayment would an Event of Default shall have occurred and be requiredcontinuing, the Borrowers are Administrative Agent and the Collateral Agent may require all proceeds of insurance required to offer be maintained pursuant to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (this Credit Agreement or any Permitted Refinancing Debt thereof that is in other Fundamental Document which would otherwise be payable to the form of senior secured loans Borrower to be paid to the Administrative Agent and which are secured on a pari passu basis with the Obligations) applied pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)Intercreditor Agreement. (d) In the event that the Administrative Borrower or any Restricted Subsidiary Within two (or any other Person at the direction 2) Business Days of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of the escrowed funds held by Xxx X. Xxxxxxxxxxx and Xxxxxx X. Xxxxxxx, Xx. pursuant to that certain Escrow Agreement dated as of March 12, 2004 entered into in connection with Buffalo China's sale of certain assets to Niagara Ceramics Corporation, such Net Cash Proceeds by funds shall be applied (i) in the Administrative event the Borrower or was required to issue a Letter of Credit in lieu of such Restricted Subsidiaryescrowed funds, apply to prepay the Swingline Loans then outstanding, if any, and thereafter to prepay the Revolving Credit Loans then outstanding, if any, without a reduction of the Revolving Credit Commitment and, after the Revolving Credit Loans and Swingline Loans have been prepaid in full, to cash collateralize the L/C Exposure in an amount equal to 100105% of the L/C Exposure or (ii) in the event such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers escrowed funds are required to offer to repurchase Other Applicable Indebtedness released pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount Escrow Agreement referred to above (without requiring the issuance of the Loans, outstanding Letters a Letter of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the LoansCredit), to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of prepay the Loans and cash collateralization of Letters of Credit that would have otherwise been required collateralize the Existing Standby L/Cs pursuant to this Section 2.13(d2.11(e) shall be reduced accordingly. To or (f), as the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofcase may be. (e) [reserved]. (f) Mandatory Subject to Section 2.11(f), so long as no Default or Event of Default has occurred and is then continuing, any prepayments required under Section 2.13(b2.11(b), (c) and or (d) shall be applied without penalty or premium, applied: (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (iiA) to the extent practicable, at least three outstanding principal balance (3in inverse order of maturity) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice Tranche A Term Loans held by each Lender ratably in accordance with each Lender's proportionate share of prepayment shall specify the prepayment date, Tranche A Term Loans and (B) to the Type cash collateralization of each Loan being prepaid the outstanding undrawn amounts of the Tranche A Portion of the HSBC China L/C and the principal amount Bank of each Loan America L/C (or 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 all such amounts to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment respect of the Term Loans, Term Loan Lenders may waive by written notice obligations referred to in this subclause (B) shall be paid to the Administrative Borrower and Collateral Agent in accordance with the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount last two paragraphs of such mandatory prepayment Section 5(d) of the Term LoansIntercreditor Agreement), (ii) if any Term Loan Lender or Term Loan Lenders elect second to waive the right to receive the amount of such mandatory prepayment, all outstanding principal balance of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Swingline Loans, (iii) if and third to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment outstanding principal balance of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).the

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit CommitmentsCommitments in accordance with this Agreement, the Borrowers shall, on the effective date of such termination, repay or prepay all its outstanding Revolving Loans Credit Borrowings and all outstanding Swing Line Term Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bankand/or deposit an amount equal to 105% of the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties and/or provide an irrevocable letter of credit in form and substance reasonably acceptable to the Administrative Agent from a bank reasonably acceptable to the Administrative Agent. If, after giving effect to In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (i) at or at any other timeprior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitment after giving effect to such reduction or termination, then the Borrowers shall, on the effective date of such reduction or at such other timetermination, repay or prepay Revolving Loans and, after the Revolving Loans shall have been repaid or prepaid in full, Credit Borrowings and/or replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) cash collateralize outstanding Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) If on any date the Aggregate Revolving Credit Exposure shall exceed the Formula Amount, or the Revolving Loans to a Borrower plus the L/C Exposure of such Borrower shall exceed the Individual Formula Amount, the Borrowers shall on such date repay or prepay Revolving Credit Borrowings and/or replace or cash collateralize outstanding L/C Exposure in an amount sufficient to eliminate such excess. Any such excess amount shall constitute part of the Obligations and be secured by the Collateral. (c) Not later than the fifth third Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect completion of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersSale, the Borrowers Activision shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f2.14(h); provided . (d) In the event and on each occasion that if at the time that any such prepayment would be requiredan Equity Issuance occurs, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis Activision shall, substantially simultaneously with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5not later than the third Business Day next following) Business Days after the date occurrence of such rejection) be applied Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay the outstanding Term Loans in accordance with the terms hereofSection 2.14(h). (ce) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrowers, commencing with the fiscal year ending on March 31, 2000, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), Activision shall prepay outstanding Term Loans in accordance with Section 2.14(h) in an aggregate principal amount equal to fifty percent (50%) of Excess Cash Flow for the fiscal year then ended. (f) In the event that the Administrative Borrower any Loan Party or any Restricted Subsidiary (or any other Person at the direction subsidiary of the Administrative Borrower or a Restricted Subsidiary) Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed by the Administrative Borrower of any Loan Party or any such Restricted Subsidiary subsidiary of a Loan Party (including any Subordinated Debt but excluding any other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 6.01), Activision shall, substantially simultaneously with (other and in any event not later than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the third Business Day of next following) the receipt of such Net Cash ProceedsProceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f2.14(h). (dg) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) there shall receive Net Cash Proceeds from occur any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of or Condemnation and, pursuant to the Borrowersapplicable Mortgage, the Borrowers Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then Activision shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Casualty Proceeds or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred2.14(h). (gh) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans. (i) The Administrative Borrower Borrowing Agent shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.132.14, (i) a certificate signed by a Responsible Financial Officer of the Administrative Borrower Borrowing Agent setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments)prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 2.14 shall be subject to Section 2.162.19, and but shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender without premium or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)penalty.

Mandatory Prepayments. (ai) In If a Department Put Event described in clause (i) of the event definition of any termination of all the Revolving Credit Commitments“Department Put Event” occurs, the Borrowers shall, Conduit Administrator will deliver a Liquidity Prepayment Notice to the Funding Note Issuer (with a copy to the Manager) as soon as reasonably practicable thereafter but in no event later than 1:00 p.m. on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by day on which the Administrative Borrower Department Put Event occurred. On or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by before the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year Required Liquidity Prepayment Date, the Funding Note Issuer shall be required to prepay a portion of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (Funding Note Balance in an amount equal to the Minimum Collateral Liquidity Prepayment Amount) , together with Ratable Financing Costs accrued or otherwise payable on a pro rata basis, in each case, with no corresponding permanent reduction the portion of the Revolving Credit Commitments (except in the case of Funding Note Balance required to be prepaid and any mandatory prepayment made under amounts payable pursuant to Section 2.13(c1.03(g) in connection with Indebtedness incurred under Section 6.01(m)(x), such prepayment. Unless the amount described in which case the Revolving Credit Commitments preceding sentence shall be permanently reduced paid in full on or before the Required Liquidity Prepayment Date, by no later than the Required Liquidity Prepayment Date the Funding Note Issuer shall select Financed Student Loans in accordance with the Loan Put Allocation Criteria having an aggregate Estimated Department Put Price (as set forth in the Loan Put Schedule) equal to the Liquidity Prepayment Amount and shall deliver, or cause the related Servicers to deliver, a Loan Put Schedule of such selected Financed Student Loans to the Conduit Administrator and Manager, and any failure to select such pool of Financed Student Loans and deliver the Loan Put Schedule shall constitute an Event of Default. If the Funding Note Issuer fails to pay the Liquidity Prepayment Amount, together with Ratable Financing Costs accrued or otherwise payable on the portion of the Funding Note Balance required to be prepaid plus any amount required to be paid by the amount of such debt incurred). (gFunding Note Issuer in accordance with Section 1.03(g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction prepayment, in full on the Required Liquidity Prepayment Date, there shall be a “default” for purposes of the Revolving Credit Commitments). Each notice applicable UCC solely with respect to the Liquidity Prepayment Amount not paid on the Liquidity Prepayment Date, and the Conduit Lender shall have the rights and remedies upon a “default” available to a secured creditor under the UCC of prepayment shall specify the prepayment dateapplicable jurisdiction and other applicable laws, including, without limitation, the Type right to sell Financed Student Loans in accordance with Section 6.03; provided, however, any failure to pay a Liquidity Prepayment Amount when due shall constitute neither an Event of each Default nor a Reimbursement Event. If the Funding Note Issuer has selected Financed Student Loans in accordance with the Loan being Put Allocation Criteria as described above and delivered the related Loan Put Schedule to the Manager on or prior to the Required Liquidity Prepayment Date, the Manager will use reasonable efforts to conduct a Fair Market Auction of the selected pool of Financed Student Loans prior to the tenth (10th) day following the Required Liquidity Prepayment Date; however neither the Conduit Lender nor any agent of the Conduit Lender will sell any Financed Student Loan for a price less than the Estimated Department Put Price (determined as of the date used to prepare the Loan Put Schedule or, if later, the cut-off date for determining the sale price of the related Student Loans) for such Financed Student Loan. If the selected pool of Financed Student Loans has not been sold pursuant to a Fair Market Auction by the tenth (10th) day following the Required Liquidity Prepayment Date, the Funding Note Issuer shall deliver a Loan Put Schedule to the Manager on such tenth (10th) day and the Conduit Lender shall thereafter sell such pool of Financed Student Loans to the Department for a price equal to the aggregate of the Department Put Prices for all such Financed Student Loans in accordance with the Department Put Agreement. (ii) If the Conduit Lender requests a Liquidity Advance, the Conduit Administrator will deliver a Liquidity Prepayment Notice to the Funding Note Issuer as soon as reasonably practicable thereafter but in no event later than 1:00 p.m. on the Business Day following the day on which the Liquidity Advance is requested. On or before the Required Liquidity Prepayment Date, the Funding Note Issuer shall be required to prepay a portion of the Funding Note Balance in an amount equal to the Liquidity Prepayment Amount, together with Ratable Financing Costs accrued or otherwise payable on the portion of the Funding Note Balance required to be prepaid and any amounts payable pursuant to Section 1.03(g) in connection with such prepayment. The Conduit Administrator shall promptly notify the principal amount Funding Note Issuer of each Loan (any reduction in whole or in part of the Liquidity Prepayment Amount that occurs prior to the Required Liquidity Prepayment Date. Unless the Liquidity Prepayment Amount, together with Ratable Financing Costs accrued or otherwise payable on the portion thereof) of the Funding Note Balance required 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. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) paid in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent full on or before the Required Liquidity Prepayment Date, by no later than the Required Liquidity Prepayment Date the Funding Note Issuer shall select Financed Student Loans in accordance with the Loan Put Allocation Criteria having an aggregate Estimated Department Put Price equal to the Liquidity Prepayment Amount and shall deliver, or cause the related Servicers to deliver, a Loan Put Schedule of such selected Financed Student Loans to the Conduit Administrator and the Manager, and any failure to select such pool of Financed Student Loans and deliver the Loan Put Schedule shall constitute an Event of Default. If the Funding Note Issuer fails to pay the Liquidity Prepayment Amount, together with Ratable Financing Costs accrued or otherwise payable on the portion of the Funding Note Balance required to be prepaid plus any amount required to be paid by the Funding Note Issuer in accordance with Section 1.03(g) in connection with the prepayment, in full on the Required Liquidity Prepayment Date, there shall be a “default” for purposes of the applicable UCC solely with respect to the Liquidity Prepayment Amount not paid on the Liquidity Prepayment Date, and the Conduit Lender shall have the rights and remedies upon a “default” available to a secured creditor under the UCC of the applicable jurisdiction and other applicable laws, including, without limitation, the right to sell Financed Student Loans in accordance with Section 6.03; provided, however, any failure to pay a Liquidity Prepayment Amount when due shall not constitute an Event of Default nor a Reimbursement Event. If the Funding Note Issuer has selected Financed Student Loans in accordance with the Loan Put Allocation Criteria as described above and delivered the related Loan Put Schedule to the Manager on or prior to the Required Liquidity Prepayment Date, the Manager will use reasonable efforts to conduct a Fair Market Auction of the selected pool of Financed Student Loans prior to the fifteenth (15th) day following the Required Liquidity Prepayment Date; however neither the Conduit Lender nor any agent of the Conduit Lender will sell any Financed Student Loan for a price less than the Estimated Department Put Price (determined as of the date used to prepare the Loan Put Schedule or, if later, the cut-off date for determining the sale price of the related Student Loans) for such Financed Student Loan. If the selected pool of Financed Student Loans has not been sold pursuant to a Fair Market Auction by the fifteenth (15th) day following the Required Liquidity Prepayment Date, the Funding Note Issuer shall deliver a Loan Put Schedule to the Manager on which such mandatory prepayment would otherwise fifteenth (15th) day and the Conduit Lender shall thereafter sell such pool of Financed Student Loans to the Department for a price equal to the aggregate of the Department Put Prices for all such Financed Student Loans in accordance with the Department Put Agreement. (iii) Upon the occurrence of a FFELP Commitment Default, the Funding Note Issuer shall be required to prepay a portion of the Funding Note Balance in an amount equal to the FFELP Commitment Prepayment Amount, together with Ratable Financing Costs accrued or otherwise payable on the portion of the Funding Note Balance required to be made hereunder prepaid and any amounts payable pursuant to Section 1.03(g) in connection with such prepayment. Unless the amount described in the preceding sentence shall have been paid in full, on or before the fifth (5th) day following the occurrence of a FFELP Commitment Default, the Funding Note Issuer shall select Financed Student Loans in accordance with the Loan Put Allocation Criteria having an aggregate Estimated Department Put Price equal to the FFELP Commitment Prepayment Amount and shall deliver, or cause the related Servicers to deliver, a Loan Put Schedule of such selected Financed Student Loans to the Conduit Administrator and the Manager, and any failure to select such pool of Financed Student Loans and deliver the Loan Put Schedule, shall constitute an Event of Default. If the Funding Note Issuer shall not have prepaid the FFELP Commitment Prepayment Amount, together with Ratable Financing Costs accrued or otherwise payable on the portion of the Funding Note Balance required to be prepaid plus any amount required to be paid by the Funding Note Issuer in accordance with Section 1.03(g) in connection with the prepayment, on or before the fifth (5th) day following the occurrence of a FFELP Commitment Default, there shall be a “default” for purposes of the applicable UCC, and the Conduit Lender shall have the right to receive sell the amount selected pool of such mandatory prepayment Financed Student Loans listed in the Loan Put Schedule delivered pursuant to this Section 1.03(c)(iii) in accordance with Section 6.03. Upon the occurrence of a FFELP Commitment Default, the Conduit Administrator shall deliver a Put Notice to the Department in accordance with the Department Put Agreement of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all occurrence of the amount that otherwise would have been applied related Department Put Event and its intention to mandatorily prepay sell the Term Financed Student Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and Department with an aggregate Department Put Price equal to the extent any such non-waiving Term FFELP Commitment Prepayment Amount. If the Funding Note Issuer has selected Financed Student Loans in accordance with the Loan Lender does not elect by written notice Put Allocation Criteria as described above and delivered the related Loan Put Schedule to the Administrative Borrower and Manager on or prior to the Administrative Agent within three Business Days fifth (5th) day following the date on which FFELP Commitment Default, the offer is made pursuant Manager shall use reasonable efforts to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to sell the prepayment selected pool of Term Financed Student Loans pursuant to clause a Fair Market Auction no later than the fifteenth (ii15th) or clause (iii) above shall be applied instead on the fourth Business Day day following the FFELP Commitment Prepayment Date; however neither the Conduit Lender nor any agent of the Conduit Lender will sell any Financed Student Loan for a price less than the Estimated Department Put Price (determined as of the date on which used to prepare the offer is made to Term Loan Lenders Put Schedule or, if later, the cut-off date for determining the sale price of the related Student Loans) for such Financed Student Loan. If the Manager has not sold the selected pool of Financed Student Loans pursuant to clause a Fair Market Auction by the fifteenth (ii15th) above day following the occurrence of a FFELP Commitment Default, the Funding Note Issuer shall deliver, or cause each related Servicer to deliver, a Loan Put Schedule to the prepayment Conduit Administrator and the Manager on such fifteenth (15th) day and the Conduit Lender shall thereafter sell such pool of outstanding Revolving Financed Student Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent Department for a price equal to the Administrative Borrower (any amounts returned to aggregate of the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Department Put Prices for all such Financed Student Loans.

Mandatory Prepayments. (a) In the event of any the termination of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans Borrowings and all outstanding Swing Line Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. Ifor cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.23(i), after giving effect to in each case outstanding under the Revolving Credit Commitments. (b) In the event of any partial reduction of the Revolving Credit Commitments Commitments, then (x) at or at any other timeprior to the effective date of such reduction, the Aggregate Administrative Agent shall notify Borrower and Revolving Credit Exposure Lenders of the sum of the Revolving Credit Exposures after giving effect thereto and (y) if the Revolving Credit Exposures would exceed the Total aggregate Revolving Credit CommitmentCommitments, after giving effect to such reduction, then the Borrowers Borrower shall, on the date of such reduction reduction, first, repay or at such other timeprepay Swingline Loans, second, repay or prepay Revolving Loans and, after the Revolving Loans shall have been repaid or prepaid in fulland third, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) outstanding Letters of Credit issued by such Issuing Bank under the Revolving Facility or cash collateralize outstanding Letters of Credit under the Revolving Facility in accordance with the procedures set forth in Section 2.23(i), in an aggregate amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary sum of all Revolving Credit Lenders’ Revolving Credit Exposures exceeds the lesser of (or any other Person at i) the direction Borrowing Base and (ii) the aggregate amount of the Administrative Revolving Credit Commitments then in effect, the Borrower or a Restricted Subsidiaryshall, subject to Sections 2.01(b) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))and 2.01(c), the Borrowers shall on the without notice or demand, within one Business Day first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans and third, replace outstanding Letters of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or Credit under the Revolving Facility or cash collateralize outstanding Letters of Credit under the Revolving Facility in accordance with the procedures set forth in Section 2.13(f2.23(i). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt , in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of an aggregate amount sufficient to eliminate such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)excess; provided that if at such excess arises solely as a result of currency rate fluctuations, such repayment, prepayment, replacement or cash collateralization, as the time that any such prepayment would be requiredcase may be, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder until the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and third Business Day after the Administrative Agent within three Business Days following the date on which the offer is made pursuant shall have delivered to clause (ii) above to accept Borrower written notice of such offerrequired repayment, such Term Loan Lender shall be deemed to have rejected such offerprepayment, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) replacement or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)cash collateralization.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers The Borrower shall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Loans Credit Borrowings and all outstanding Swing Line Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) all of its outstanding Letters of Credit issued by such Issuing BankCredit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeCommitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit CommitmentCommitments, then the Borrowers Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings or Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth tenth Business Day following the receipt by the Administrative Borrower or any of its Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowersor Property Loss Event, the Borrowers Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries with respect thereto (subject to prepay outstanding the restrictions set forth herein) to make an Offer to Repay Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f2.13(g); provided that provided, however, that, if (A) prior to the date any such Offer to Repay Term Loans is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of such notice or at the time of such proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to make an Offer to Repay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, if within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such prepayment Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into), provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within 10 Business Days to make an Offer to Repay Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required, the Borrowers are required to make an “offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in purchase” the form of senior secured loans and which are secured on a pari passu basis with the Obligations) New Senior Notes pursuant to the terms of the documentation governing New Senior Notes Documentation or any other Material Indebtedness, in any such Indebtedness with case prior to the net proceeds expiry of such Asset Sale (such Permitted Pari Passu Refinancing Debt (the foregoing reinvestment or such Permitted Refinancing Debt thereof)repayment periods, “Other Applicable Indebtedness”), then the Borrowers may Borrower shall apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion relevant percentage of such Net Cash Proceeds allocated as required above by this paragraph (b) to make an Offer to Repay Term Loans in accordance with Section 2.13(g) on the day immediately preceding the date of such required “offer to purchase” (without regard to the Other Applicable Indebtedness immediately preceding proviso). (c) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2008), the Borrower shall not exceed the prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount required to be allocated equal to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amountexcess, if any, of such Net (i) the applicable ECF Percentage of Excess Cash Proceeds shall be allocated Flow for the fiscal year then ended over (ii) the aggregate principal amount of Term Loans and Revolving Loans (to the Loans extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 during such fiscal year or after the end of such fiscal year and Letters of Credit on or prior to the date such payment is required to be made (without duplication), in accordance each case to the extent such prepayments are not funded with the terms hereof) to the prepayment proceeds of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable long-term Indebtedness (other than revolving Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof). (cd) In the event that the Administrative Borrower or any of its Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))6.01), the Borrowers Borrower shall on no later than the fifth Business Day of next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(e). (e) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all other prepayments required by this Section 2.13 shall be applied pro rata to the repayment of the Term Loans under each Term Loan Facility until paid in full (based on the outstanding amount of Term Loans under each Term Loan Facility on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b). (f) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including without limitation in Section 9.08, the Borrower shall have the option in its sole discretion to give the Lenders with outstanding Term Loans the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be made pursuant to (c) or (d) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(f). If the Borrower elects to exercise the option referred to in the immediately preceding sentence the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. three Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Term Loan Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the Term Loan Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the amount of Term Loans under each Term Loan Facility on the date of prepayment). In the event that any such Term Loan Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall also include the amount such Lender desires to receive in respect of such prepayment. If any Term Loan Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Term Loan Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Borrower shall retain 100% of the amount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Term Loan Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders with outstanding Term Loans waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary Term Loan Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f). (dg) In Each amount required to be used to make an offer to repay Term Loans pursuant to Section 2.13(b) in accordance with this Section 2.13(g) (with any such offer to repay being herein called an “Offer to Repay Term Loans”) shall be subject to the following requirements: (A) the Borrower shall deliver a notice (each, an “Offer to Repay Notice”) to the Administrative Agent (for distribution to the Lenders) irrevocably and unconditionally offering to repay on a pro rata basis to each of the Term Loans under each Term Loan Facility with the respective proceeds of the event that giving rise to such Offer to Repay Term Loans pursuant to Sections 2.13(b), as the Administrative Borrower or any Restricted Subsidiary case may be, which notice shall set forth (or any other Person at i) the direction date of the Administrative Borrower or a Restricted Subsidiary) proposed consummation of such Offer to Repay Term Loans (which shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not be no later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis delivery of the aggregate outstanding principal amount of respective Offer to Repay Notice), (ii) the Loans, outstanding Letters of Credit and last Business Day on which such Offer to Repay Term Loans may be accepted or declined (which shall in no event be later than the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) date occurring three Business Days after the date of delivery of such rejectionOffer to Repay Notice) and (iii) the aggregate principal amount of the Term Loans subject to such Offer to Repay Term Loans and (B) unless the Required Lenders shall have otherwise instructed the Administrative Agent on or prior to the last Business Day on which such Offer to Repay Term Loans may be accepted or declined, the Borrower shall repay Term Loans of those Lenders that have accepted the Borrower’s respective Offer to Repay Term Loans, with such repayment of Term Loans to be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under requirements of Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments2.13(f). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this clause (g) or any other clause of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and its Subsidiaries, the Administrative Agent on and the Lenders hereby agree that nothing in this Agreement shall be understood to mean or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount suggest that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers subject to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and an Offer to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Repay Term Loans pursuant to clause (ii) constitute “securities” for purposes of either the Securities Act or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Securities Exchange Act.

Mandatory Prepayments. (ai) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess[reserved]. (bii) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof[reserved]. (ciii) [reserved]. (iv) [reserved]; (v) [reserved]. (vi) [reserved]. (vii) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at Aggregate Dollar Revolving Credit Exposure exceeds the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x)))Total Dollar Revolving Credit Commitment then in effect, the Borrowers shall on the Lead Borrower shall, within five Business Day Days of receipt of notice from the Administrative Agent, prepay the Dollar Revolving Loans and/or reduce the Dollar LC Exposure in an aggregate amount sufficient to reduce such Net Aggregate Dollar Revolving Credit Exposure as of the date of such payment to an amount not to exceed the Total Dollar Revolving Credit Commitment then in effect by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Dollar Revolving Loans or (B) with respect to the excess Dollar LC Exposure, deposit of Cash Proceedsin the LC Collateral Account or “backstopping” or replacement of the relevant Dollar Letters of Credit, apply in each case, in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit excess Dollar LC Exposure (minus the amount then on deposit in accordance with Section 2.13(fthe LC Collateral Account). (d) . In the event that the Aggregate Multicurrency Revolving Credit Exposure exceeds the Total Multicurrency Revolving Credit Commitment then in effect, the Lead Borrower shall, within five Business Days of receipt of notice from the Administrative Borrower or any Restricted Subsidiary (or any other Person at Agent, prepay the direction Multicurrency Revolving Loans and/or reduce the Multicurrency LC Exposure in an aggregate amount sufficient to reduce such Aggregate Multicurrency Revolving Credit Exposure as of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from date of such payment to an amount not to exceed the Total Multicurrency Revolving Credit Commitment then in effect by taking any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowersfollowing actions as it shall determine at its sole discretion: (A) prepayment of Multicurrency Revolving Loans or (B) with respect to the excess Multicurrency LC Exposure, deposit of Cash in the Borrowers shall not later than Multicurrency LC Collateral Account or “backstopping” or replacement of the fifth Business Day following the receipt relevant Multicurrency Letters of such Net Cash Proceeds by the Administrative Borrower or such Restricted SubsidiaryCredit, apply in each case, in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis excess Multicurrency LC Exposure (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed minus the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) then on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except deposit in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurredLC Collateral Account). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans Credit Borrowings and replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans Credit Borrowings and, after the Revolving Loans Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the fifth Business Day following Closing Date upon which the receipt by the Administrative Borrower or any Restricted Subsidiary (receives any cash proceeds from any issuance or by any other Person on account of an Asset Sale incurrence by the Administrative Borrower or any Restricted Subsidiary) Subsidiary of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersIndebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 6.04, the Borrowers shall apply other than Permitted External Refinancing Indebtedness and Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing respective issuance or incurrence of such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit applied on such date as a mandatory repayment in accordance with the terms hereof) to the prepayment requirements of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof2.13(g). (c) In InUnless otherwise agreed by the event that Required Lenders, in addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Administrative ClosingAmendment No. 3 Effective Date upon which the Borrower or any Restricted Subsidiary receives (or other than in connection with any other Person at Disposition to the direction of the Administrative Borrower or a Restricted SubsidiarySubsidiary Guarantor) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x)))i) any Non-Core Asset Sale, the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit date as a mandatory repayment in accordance with the requirements of Section 2.13(f2.13(g); provided, however, that with respect to any Net Sale Proceeds received by the Borrower or the Restricted Subsidiaries from an Asset Sale permitted hereunder (other than in connection with an Asset Sale pursuant to Section 6.02(xiv) the Net Sale Proceeds of which shall be applied as provided in this Section 2.13(c) without regard to this proviso or the following proviso), such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent setting forth the Borrower’ s or such Restricted Subsidiary’s intention to reinvest such Net Sale Proceeds as permitted pursuant to this proviso and such Net Sale Proceeds shall be reinvested (or contractually committed to be reinvested pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Restricted Subsidiary) in the businesses permitted of the Borrower and its Restricted Subsidiaries pursuant to Section 6.13 within 365 days following the date of such Asset Sale, and provided further, that (I) if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 2.13(c) are not so reinvested (or contractually committed to be so reinvested) within such 365-day period (or such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(c) without regard to the immediately preceding proviso period and (II) if all or any portion of such Net Sale Proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed within such period to be reinvested and then either (A) subsequent to such date such contract is terminated or expires without such portion being so reinvested or (B) such contractually committed portion is not so reinvested within 180 days after the date of such commitment, such remaining portion, in the case of either of preceding clause (A) or (B), shall be applied as a mandatory repayment as provided above in this Section 2.13(c) without regard to the immediately preceding proviso., (ii) any Disposition of any Bulk MSR (other than any such Disposition required by the following clause (iii) hereof) and/or (B) any Asset Sale, in each case, in an amount equal to 80% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g), or (iii) any Disposition of Bulk MSR in connection with any Government Sponsored Entity, an amount equal to 80% of the gross proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided, that, to the extent the amount of prepayments made pursuant to this clause (iii) on or after the Amendment No. 3 Effective Date and on or prior to the MSR Outside Date is less than $100,000,000 in the aggregate, an amount equal to the difference between $100,000,000 and the amounts so prepaid during such period shall be applied on the MSR Outside Date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or addition to any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net mandatory repayments pursuant to this Section 2.13, on each Excess Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the BorrowersFlow Payment Date, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% the remainder of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that (if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereofpositive) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to Applicable Excess Cash Flow Prepayment Percentage of the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) secondthe aggregate amount of principal prepayments of Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income or utilizing the Available Amount (but in the case of a voluntary prepayment of Revolving Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (Commitment in an amount equal to such prepayment) during the Minimum Collateral Amountrelevant Excess Cash Flow Payment Period minus (iii) on a pro rata basisthe face value of Term Loans assigned to or purchased by the Borrower pursuant to Section 9.04(l) during the relevant Excess Cash Flow Payment Period, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by applied as a mandatory repayment in accordance with the amount requirements of such debt incurredSection 2.13(g). (g) The Administrative Borrower shall deliver to . Notwithstanding the Administrative Agentforegoing, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer option of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepaymentBorrower, all or any portion of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).any

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant Subject to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit Intercreditor Agreement and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall extent such amount or any portion thereof is not exceed the amount required to be allocated applied to repay obligations under the Other Applicable Indebtedness pursuant to Revolving Credit Agreement as in effect on the terms thereofdate hereof: (a) As promptly as reasonably practicable, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and but in any event within five (5) Business Days (or ten (10) Business Days to the extent such Excess Cash Flow is deposited by Borrowers in an account with Agent (or a bank or other depositary institution reasonably acceptable to Required Lenders), which account shall be subject to a Deposit Account Control Agreement and constitute First Priority Term Loan Collateral) after annual financial statements have been delivered pursuant to Section 9.6(a)(iii) and the date of such rejectionrelated Pro Forma Compliance Certificate has been delivered pursuant to Section 9.6(a)(i) be applied with respect to prepay the Loans in accordance any fiscal year, commencing with the terms hereof. fiscal year ended September 30, 2011, in each case, only to the extent that each of the Excess Cash Flow Prepayment Conditions (cprovided such Excess Cash Flow Prepayment Conditions shall only be applicable if the Revolving Obligations are outstanding) has been satisfied in the determination of the Revolving Agent, the Borrowers shall cause to be prepaid an aggregate principal amount of the Term Loan equal to (i) 50% of Excess Cash Flow minus (ii) the sum of all payments of principal of the Term Loan during such fiscal year, if any, covered by such financial statements. In the event that the Administrative Borrower Borrowers satisfy all of the Excess Cash Flow Prepayment Conditions other than attaining the Excess Availability thresholds, then Borrowers may make and Lenders may accept an Excess Cash Flow Prepayment in an amount not to exceed (i) thirty-five (35%) percent of Excess Cash Flow for any such fiscal year minus (ii) the sum of all payments of principal of the Term Loan during the fiscal year so long as (1) after giving effect to such Excess Cash Flow Prepayment, the average Excess Availability for the consecutive thirty (30) calendar day period ending on the day prior to such payment shall be equal to or greater than $25,000,000, (2) on the date of such Excess Cash Flow Prepayment and after giving effect thereto, Excess Availability shall be equal to or greater than $25,000,000 and (3) Agent shall have received a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such Excess Cash Flow Prepayment, Excess Availability shall be equal to or greater than $25,000,000 for each of the first thirty (30) days after giving effect to such payment. Notwithstanding anything to the contrary herein, in the event that any Restricted Subsidiary (or Excess Cash Flow Prepayment in respect of a fiscal year is not permitted to be made due to the failure of the Borrowers to satisfy any other Person of the Excess Availability thresholds set forth in the Excess Cash Flow Prepayment Conditions and any of the Revolving Obligations are outstanding, such Excess Cash Flow Prepayment may be made and accepted after the applicable Excess Cash Flow Prepayment Period expires but prior to start of the next fiscal year, provided, that, all of the following conditions are satisfied at the direction time of any such payment, as determined by Revolving Agent, (A) after giving effect to any such Excess Cash Flow Prepayment, the average Excess Availability for the consecutive ninety (90) calendar day period ending on the day prior to such payment is equal to or greater than $30,000,000, (B) on the date of any such Excess Cash Flow Prepayment and after giving effect thereto, the Excess Availability is equal to or greater than $30,000,000, (C) Agent shall have received a Pro Forma Compliance Certificate (as defined in the Revolving Credit Agreement) demonstrating that, upon giving effect on a Pro Forma Basis (as defined in the Revolving Credit Agreement) to such Excess Cash Flow Prepayment (1) the Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) for Parent and its Subsidiaries is equal to or greater than 1.00 to 1.00 and (2) Excess Availability shall be equal to or greater than $30,000,000 for each of the Administrative Borrower first thirty (30) days after giving effect to such payment, and (D) on the date of any such Excess Cash Flow Prepayment and after giving effect thereto, no Default or a Restricted SubsidiaryEvent of Default (each as defined in the Revolving Credit Agreement) shall receive Net Cash Proceeds from have occurred and be continuing under the issuance or incurrence Revolving Credit Agreement. Notwithstanding anything to the contrary herein, to the extent the Revolving Obligations are outstanding and a payment under this Section 2.2(a) is not made due to the failure of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers to satisfy the Excess Cash Flow Prepayment Conditions, it shall on the Business Day not constitute an Event of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)Default. (db) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the BorrowersAs promptly as reasonably practicable, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and but in any event within five (5) Business Days after (or ten (10) Business Days to the date extent such Net Cash Proceeds are deposited by Borrowers in an account with Agent (or a bank or other depositary institution reasonably acceptable to Required Lenders), which account shall be subject to a Deposit Account Control Agreement and constitute First Priority Term Loan Collateral) following the receipt of Net Cash Proceeds of the sale or issuance by any Borrower or Guarantor of Capital Stock pursuant to Section 9.7(b)(ii) in excess of the Equity/Debt Threshold Amount, the Borrowers shall cause 50% of the Net Cash Proceeds of such rejection) sale or issuance to be applied to prepay the Loans outstanding principal amount of the Term Loan. Notwithstanding anything to the contrary herein, if the Revolving Obligations are outstanding, the Borrowers shall not be obligated to make the mandatory prepayment set forth in this subsection (b) after the occurrence and during the continuance of a Default arising under Sections 10.1(a)(i), 10.1(a)(ii) (caused by the failure to comply with Section 9.3, 10.1(g) or 10.1(i)) or an Event of Default. (c) As promptly as reasonably practicable, but in any event within five (5) Business Days (or ten (10) Business Days in the event such Net Cash Proceeds are immediately deposited by Borrowers in an account in accordance with the terms hereof. provisions of clause (eiii) [reserved]. hereunder) of the date of receipt by any Borrower or Guarantor of Net Cash Proceeds with respect to any Extraordinary Receipts, Borrowers shall cause 100% of such Net Cash Proceeds to be applied to prepay the outstanding principal amount of the Term Loan; provided that other than such Net Cash Proceeds of a casualty loss with respect to property insurance or a condemnation event (f) Mandatory prepayments under Section 2.13(bunless otherwise agreed to by the Required Lenders), (c) Borrowers may in lieu of such prepayment apply such Net Cash Proceeds to the costs of replacement of the assets that are the subject of such Extraordinary Receipt or the costs of purchase or construction of other assets useful in the business of Borrowers and (d) shall be applied without penalty or premium, Guarantors so long as (i) first, pro rata among the Term Loans (if any), in each case, being applied Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such Extraordinary Receipt to the remaining scheduled amortization payments relating to costs of replacement of the properties or assets that are the subject of such Extraordinary Receipts or the cost of purchase or construction of other assets useful in the business of Borrowers and Guarantors and that would constitute First Priority Term Loans in direct order of maturityLoan Collateral, (ii) secondno Default or Event of Default shall have occurred and be continuing or would result from such replacement, to Revolving Loans andpurchase, or construction, (iii) thirdimmediately following receipt of such Net Cash Proceeds and prior to such replacement, to cash collateralize outstanding Letters purchase, or construction, the applicable Net Cash Proceeds in excess of Credit ($500,000 shall have been deposited and maintained by Borrowers or Guarantors in an amount equal account with Agent (or a bank or other depositary institution reasonably acceptable to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(xRequired Lenders), in which case the Revolving Credit Commitments account shall be permanently reduced by subject to a Deposit Account Control Agreement and constitute First Priority Term Loan Collateral, (iv) the Borrowers or Guarantor complete (or enter into a legally binding agreement to complete) such replacement, purchase, or construction within 365 days after the initial receipt of such Net Cash Proceeds, and (v) the amount of such debt incurred)Net Cash Proceeds applied to such replacement, purchase, or construction shall not exceed $5,000,000 over the term of this Agreement, unless and to the extent that such 365 day period shall have expired without such replacement, purchase or construction (or commitment to replace, purchase or construct) being made or completed, in which case, any unutilized amounts remaining shall immediately be applied to prepay the outstanding principal amount of the Term Loan. Nothing in the foregoing shall be construed to constitute consent by Agent or by any Lender to any transaction not expressly permitted or prohibited by the terms this Agreement. (gd) The Administrative Borrower shall deliver As promptly as reasonably practicable, but in any event within five (5) Business Days (or ten (10) Business Days to the Administrative Agentextent such Net Cash Proceeds are immediately deposited by Borrowers in an account in accordance with the provisions of clause (iii) hereunder) of the date of receipt by any Borrower or Guarantor of $500,000 or more of aggregate Net Cash Proceeds with respect to any and all sales or dispositions of assets constituting First Priority Term Loan Collateral (other than any such transactions permitted by Sections 9.7(b)(i),(ii), at (iii) and (iv)), the time Borrowers shall cause 100% of each prepayment required under this Section 2.13the Net Cash Proceeds of such sale or disposition to be applied to prepay the outstanding principal amount of the Term Loan, together with the applicable Redemption Premium, if any; provided that, so long as (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such prepayment (other than prepayments Net Cash Proceeds to the costs of ABR Revolving Loans replacement of the properties or assets that are not made the subject of such sale or disposition or the costs of purchase or construction of other assets useful in connection with the termination business of Borrowers or permanent reduction Guarantors and that would constitute First Priority Term Loan Collateral, (ii) no Default or Event of the Revolving Credit Commitments). Each notice Default shall have occurred and be continuing or would result from such replacement, purchase, or construction, (iii) immediately following receipt of prepayment shall specify the prepayment datesuch Net Cash Proceeds and prior to such replacement, purchase, or construction, the Type of each Loan being prepaid applicable Net Cash Proceeds shall be deposited and the principal amount of each Loan maintained by Borrowers in an account with Agent (or portion thereof) a bank or other depositary institution reasonably acceptable to be prepaid. All prepayments of Borrowings under this Section 2.13 Required Lenders), which account shall be subject to Section 2.16a Deposit Account Control Agreement and constitute First Priority Term Loan Collateral, (iv) the Borrowers or Guarantors complete (or enter into a legally binding agreement to complete) such replacement, purchase, or construction within 365 days after the initial receipt of such Net Cash Proceeds, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (hv) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of Net Cash Proceeds applied to such mandatory replacement, purchase, or construction shall not exceed $5,000,000 in any calendar year, then Borrowers may in lieu of such prepayment apply such Net Cash Proceeds to the costs of replacement of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive assets that are the right to receive the amount subject of such mandatory prepayment, all sale or disposition or the costs of purchase or construction of other assets useful in the business of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender Borrowers or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if Guarantors unless and to the extent that such 365 day period shall have expired without such replacement, purchase, or construction (or commitment to replace, purchase or construct) being made or completed, in which case, any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any unutilized amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above remaining shall be applied instead on to prepay the fourth Business Day following outstanding principal amount of the date on which Term Loan, together with the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing applicationapplicable Redemption Premium, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)if any.

Mandatory Prepayments. (a) In If on any date (including any date on which a Borrowing Base Certificate is delivered pursuant to Section 6.2(e)) the event Modified Aggregate Outstanding Extensions of any termination Credit as of all such date exceed the then applicable Borrowing Base, then, without notice or demand, the Company shall, on such date, prepay the Revolving Credit CommitmentsLoans and, if necessary, cash collateralize the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by and/or the Competitive Loans in an aggregate principal amount equal to such Issuing Bank. If, after giving effect to any partial reduction excess; provided that if the amount of the Revolving Aggregate Outstanding Extensions of Credit Commitments or at any other timeis less than the amount of such excess (because Specified Basket Debt constitutes a portion thereof), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers Company shall, on to the date extent of the balance of such reduction or at such other timeexcess, repay or prepay Revolving Loans andsuch Specified Basket Debt. The Company may, after the Revolving Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory subject to the Administrative Agent terms and each Issuing Bank with respect to) Letters conditions of Credit issued by such Issuing Bank in an this Agreement, reborrow the amount sufficient to eliminate such excessof any prepayment made under this Section 2.8(a). (b) Not later than If on any date (including any date on which a Senior Note Indenture Revolving Credit Incurrence Limit Certificate is delivered pursuant to Section 6.2(e)) the fifth Business Day following sum of (i) the receipt by aggregate L/C Obligations then outstanding and (ii) the Administrative Borrower aggregate principal amount of Specified Basket Debt then outstanding exceeds the then applicable Senior Note Indenture Revolving Credit Incurrence Limit, then, without notice or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowersdemand, the Borrowers shall apply 100% of Company shall, on such date, prepay the Net Cash Proceeds received with respect thereto to prepay outstanding Revolving Credit Loans and/or and, if necessary, cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)the Competitive Loans to the extent necessary to eliminate such excess; provided that if at the time that any such excess remains after giving effect to such prepayment would be requiredand cash collateralization, the Borrowers are required Company shall, to offer to repurchase Permitted Pari Passu Refinancing the extent of the balance of such excess, terminate outstanding Letters of Credit, repay Specified Basket Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is and/or deposit an amount in the form of senior secured loans and which are secured on cash in a pari passu basis cash collateral account established with the Obligations) pursuant Administrative Agent for the benefit of the Lenders. The Company may, subject to the terms and conditions of this Agreement, reborrow the documentation governing such Indebtedness with the net proceeds amount of such Asset Sale any prepayment made under this Section 2.8(b). (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof)c) The application of any prepayment pursuant to this Section 2.8 shall be made first to ABR Loans and second to Eurodollar Revolving Credit Loans; provided, “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined that if on the basis of date on which such prepayment is required to be made the aggregate outstanding principal amount of the Loans, outstanding Letters of ABR Loans and Eurodollar Revolving Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at Loans having an Interest Period expiring on such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed date is less than the amount required to be allocated prepaid, then, on such date, the Company may, at its option, (i) prepay other Eurodollar Revolving Credit Loans selected by the Company in an amount up to the Other Applicable Indebtedness pursuant remaining amount required to be prepaid and/or (ii) if no Default or Event of Default shall have occurred and be continuing, place any amounts which the terms thereofCompany would otherwise be required to use to prepay such other Eurodollar Revolving Credit Loans in an interest-bearing cash collateral account established with the Administrative Agent for the benefit of the Lenders until the expiration of the Interest Periods applicable thereto, and the remaining amount, if any, of at which time such Net Cash Proceeds amounts shall be allocated applied to the Loans and Letters of prepay such Eurodollar Revolving Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of . Each prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to under this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary 2.8 (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (dABR Loans) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory such prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)prepaid.

Mandatory Prepayments. (a) In If at any time the event of any termination of all Total Revolving Credit Outstandings exceed the Revolving Credit CommitmentsFacility, the Borrowers shall, on the date of such termination, repay or Parent shall immediately prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace (or cause to be canceled (prepaid) Revolving Credit Loans, Swing Line Loans or make other arrangements satisfactory Cash Collateralize the L/C Obligations, or any combination of the foregoing, in an aggregate amount equal to such excess; provided, however, that the Administrative Agent and each Issuing Bank with respect toBorrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(a) all outstanding Letters of Credit issued by such Issuing Bank. If, unless after giving effect to any partial reduction the prepayment in full of the Revolving Credit Commitments or at any other time, Loans and the Aggregate Revolving Credit Exposure would exceed Swing Line Loans the Total Revolving Credit Commitment, then Outstandings exceed the Borrowers shall, on the date of such reduction or Revolving Credit Facility at such other time, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than If a Borrower or any of its Subsidiaries receives Net Cash Proceeds in excess of $2,500,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), then (i) on the fifth next Business Day following the date of receipt by the Administrative such Borrower or any Restricted the applicable Subsidiary of such Net Cash Proceeds and (ii) subject to Section 2.06(e), the Parent shall prepay (or cause to be prepaid) the Loans by any other Person on account of an Asset Sale by amount equal to the Administrative Borrower or any Restricted Subsidiary) amount of Net Cash Proceeds so received, as set forth in respect of any Asset Sale in excess of $5,000,000 in any fiscal year Section 2.06(d); provided, however that at the election of the BorrowersParent, and so long as no Default shall have occurred and be continuing, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be requiredapplicable Borrower, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans applicable Subsidiary or any Loan Party (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms combination of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (foregoing) may reinvest all or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the any portion of such Net Cash Proceeds allocated if such reinvestment complies with the following requirements: (w) the Parent shall deliver to the Other Applicable Indebtedness shall not exceed the amount required to be allocated Administrative Agent a certificate of a Responsible Officer to the Other Applicable Indebtedness pursuant effect that the applicable Borrower and/or any such permitted Subsidiary intends to the terms thereof, and the remaining amount, if any, reinvest all or any portion of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with this Section 2.06(b), (x) the terms hereof) to applicable Borrower, the prepayment applicable Subsidiary or any Loan Party (or any combination of the Loans, foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the cash collateralization construction of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, any such assets and the amount Acquisition of prepayment all of the Loans Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing in each case, within 365 days after the receipt of the applicable Net Cash Proceeds, (y) the applicable Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall, in the case of any Disposition of, or Recovery Event with respect to, any Collateral, reinvest such proceeds in assets of the type described in clause (x) above (including the construction of such assets and cash collateralization the Acquisition of Letters all of Credit the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that would have otherwise been required any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.13(b2.06(b) must be issued by a Person organized under the laws of any political subdivision of the United States), and (z) the Parent shall prepay (or cause to be reduced accordinglyprepaid) the Loans, as set forth in Section 2.06(d), with any portion of such Net Cash Proceeds not expended in accordance with this Section 2.06(b) within such period. To Pending the extent the holders application of Other Applicable Indebtedness decline to have any such indebtedness repurchased or prepaidNet Cash Proceeds, the declined amount Parent may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $5,000,000, the Parent shall promptly (and in any event within five (5) Business Days after notify the Administrative Agent thereof on or prior to the date of such rejection) be applied to prepay the Loans in accordance with applicable Asset Disposition or promptly following the terms hereofdate that the Parent has actual knowledge that a Recovery Event has occurred. (c) In the event that the Administrative If any Indebtedness shall be issued or incurred by a Borrower or any Restricted of its Subsidiaries (excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) – (f) and (h) – (n) and Indebtedness incurred pursuant to Section 7.03(g) to the extent provided below), then on the next Business Day following receipt by such Borrower or the applicable Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the such issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x)))incurrence, the Borrowers Parent shall on prepay (or cause to be prepaid) the Business Day of receipt Loans by an amount equal to the amount of such Net Cash Proceeds, apply an amount equal to 100% as set forth in Section 2.06(d). If any Indebtedness shall be issued or incurred by a Borrower or any of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit its Subsidiaries in accordance with Section 2.13(f). (d7.03(g) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive resulting in Net Cash Proceeds from any Casualty Event Receipt in an amount (in the aggregate for all such Net Cash Proceeds) in excess of $5,000,000 in any fiscal year of 100,000,000, then on the Borrowers, the Borrowers shall not later than the fifth next Business Day following the receipt of by such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% the applicable Subsidiary of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt issuance or incurrence, the Parent shall prepay (or cause to be prepaid) the Loans by an amount equal to 50% of the amount of such Net Cash Proceeds (to the extent in excess of $100,000,000 as provided above), as set forth in Section 2.06(d). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by a Borrower or any of its Subsidiaries not otherwise permitted hereunder. (d) Each prepayment of Loans pursuant to the foregoing provisions of Section 2.06 shall be applied, first, to the prepayment of the Term Loans to the Term Lenders on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) second to the prepayment of the Loans, to the cash collateralization of Letters of Revolving Credit and to the repurchase or Loans as provided in Section 2.06(f) below. Any prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required a Loan pursuant to this Section 2.13(d) 2.06 shall be reduced accordinglyaccompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. To The amount of each prepayment of the extent the holders of Other Applicable Indebtedness decline Term Loans pursuant to have such indebtedness repurchased or prepaid, the declined amount this Section 2.06 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied ratably to prepay the Loans in accordance with then remaining installments of the terms hereofTerm Loans. (e) [reserved]. Notwithstanding any of the other provisions of clause (fb) Mandatory prepayments under Section 2.13(b), or (c) and (dof this Section 2.06, so long as no Default under Section 8.01(a) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if anySection 8.01(f), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order or Event of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments Default shall have occurred and be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved].continuing: (i) Notwithstanding the foregoing provisions of this Section 2.13If, (i) in the case of on any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory a prepayment would otherwise be required to be made hereunder pursuant to clause (b) or (c) of this Section 2.06, the right aggregate amount of Net Cash Proceeds required by such clause to receive be applied to prepay Loans on such date is less than or equal to $5,000,000, the Parent may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (b) or (c) of this Section 2.06 to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Parent may apply (or cause to be applied) all or any part of such aggregate amount to prepay Revolving Credit Loans, and each Borrower may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Parent shall immediately prepay (or cause immediately to be prepaid) the Loans in the amount of such mandatory prepayment all Net Cash Proceeds received by any Borrower or its Subsidiaries and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.06 (without giving effect to the first and second sentences of the Term Loans, this clause (e)) but which have not previously been so applied. (ii) if If, on any Term Loan Lender date on which a prepayment would otherwise be required to be made pursuant to clause (b) or Term Loan Lenders elect to waive (c) of this Section 2.06, the right to receive the amount of such mandatory prepaymentParent may, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent within three Business Days following may, and at the date direction of the Required Lenders shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on which deposit in, or credited to, such deposit account. (f) Prepayment of the offer is Revolving Credit Facility made pursuant to clause (ii) above to accept such offerthis Section 2.06, such Term Loan Lender shall be deemed to have rejected such offerfirst, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above ratably to the prepayment of L/C Borrowings and the Swing Line Loans, second, shall be applied ratably among the Revolving Credit Lenders to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the applicable Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (but without any corresponding reduction in further action by or notice to or from any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing applicationLenders, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)as applicable.

Mandatory Prepayments. (a) In On the event date of any termination or reduction of all the Revolving Credit Commitments, and on any date that the Total Revolving Credit Exposure exceeds the Total Revolving Commitment Amount, the Borrowers shall, on the date of such termination, repay shall pay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction so much of the Revolving Credit Commitments or at any other timeBorrowings and Swingline Loans, and then shall deposit cash collateral with the Aggregate Administrative Agent for Letter of Credit Exposure in a manner consistent with the terms of Section 2.18(c)(i), as shall be necessary in order that the Total Revolving Credit Exposure would does not 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excessCommitment Amount. (b) Not later than the fifth Business Day following Upon the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersProceeds, Insurance Proceeds, Debt Offering Proceeds, Unamortized Contract Value Proceeds and Equity Offering Proceeds, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed Obligations by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Asset Sale Proceeds, Insurance Proceeds, Debt Offering Proceeds, Unamortized Contract Value Proceeds, and Equity Offering Proceeds, provided, however, that if Equity Offering Proceeds are raised at a time when no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to prepay outstanding Loans and/or cash collateralize outstanding Letters the event that gave rise to such Equity Offering Proceeds and no Interest Deferral Period is in effect, then the percentage of Credit in accordance with Section 2.13(f)Equity Offering Proceeds required to be applied to the Obligations shall be reduced from 100% to 50%. (c) [reserved]. (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the BorrowersDuring each Interest Deferral Period, the Borrowers shall not later than prepay the fifth Business Day following the receipt of such Net Cash Proceeds Obligations on each Subordinated Note Interest Payment Date by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 10075% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined interest payable on the basis of Holdings Subordinated Notes but for the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the LoansInterest Deferral Period, to the cash collateralization extent of Letters of Credit Available Cash for the most recently ended Monthly Fiscal Period for which a Monthly Report has been delivered, measured as if no Interest Deferral Period had occurred and to all interest payable on the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and Holdings Subordinated Notes was paid in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofcash. (e) [reserved]. (f) Mandatory prepayments under Upon delivery of the annual audited financial statements of Holdings and its Subsidiaries pursuant to Section 2.13(b)5.4(c) for each Annual Fiscal Period, (c) and (d) commencing with the Annual Fiscal Period 2009, the Borrowers shall be applied without penalty or premium, (i) first, pro rata among prepay the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in Obligations by an amount equal to the Minimum Collateral Amountexcess of (i) 75% of the Annual Excess Cash Flow for such Annual Fiscal Period over (ii) voluntary prepayments of the Term Loan (exclusive of the voluntary prepayment of the Term Loans made on a pro rata basis, the Restatement Effective Date as described in each case, with no corresponding permanent reduction Section 4.2(n)) and voluntary reductions of the Revolving Credit Commitments during such Annual Fiscal Period. (except g) All prepayments of the Obligations required in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(xparagraphs (b), (d) and (f) of this Section 2.10 shall be applied as follows unless an Event of Default has occurred and is continuing: first, to Fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan; third, to prepay the scheduled principal installments of the Term Loan in which case inverse order of maturity, until the Term Loan has been prepaid in full; fourth, to interest then due and payable on the Swingline Loan; fifth, to the principal balance of the Swingline Loan outstanding until the same has been repaid in full; sixth, to interest then due and payable on Revolving Loans; seventh, to the principal balance of Revolving Loans outstanding until the same has been paid in full; eighth, to the payment of all other Obligations that are then due and payable; and ninth, the remaining balance thereof, if any, shall be distributed to the Borrower Representative. Neither the Revolving Credit Commitments Loan Commitment nor the Swingline Loan Commitment shall be permanently reduced by the amount of any such debt incurredprepayments applied to the repayment of Obligations as provided above pursuant to this Section 2.10(g). If an Event of Default has occurred and is continuing, all prepayments of the Obligations required in paragraphs (b), (c), (d) and (f) of this Section 2.10 shall be applied in accordance with Section 2.14. (gh) The Administrative Borrower shall deliver Upon receipt of any proceeds or any Annual Excess Cash Flow referred to in paragraphs (b), (d) and (f) above of this Section 2.10, the Administrative Agent, at Agent shall notify the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer Lenders of the Administrative Borrower setting forth in reasonable detail receipt of such proceeds on the Business Day such proceeds are received, together with the calculation of the amount of such any prepayment fee, if appropriate, and (ii) to the extent practicable, at least three (3) Business Days prior written notice each Lender’s pro rata share of such prepayment (other than prepayments of ABR Revolving Loans that are not made the “Prepayment Notice”), and except as provided in connection with paragraph (i) below and in Section 2.14, shall promptly apply such proceeds in the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan manner set forth in paragraph (or portion thereofg) to be prepaidabove. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment. (hi) [reserved]If no Event of Default has occurred and is continuing and no Interest Deferral Period is in effect, each Term Lender shall have the right not to accept its ratable share of any prepayment under paragraphs (b), (d) and (f) above of this Section 2.10 (a “Waivable Prepayment”) and shall be deemed to have exercised such right unless it gives written notice to the Borrowers and the Administrative Agent of its election to accept its ratable share of such Waivable Prepayment no later than five (5) Business Days after the Administrative Agent delivers the Prepayment Notice. To the extent that any Term Lender elects not to accept its ratable share of a Waivable Prepayment, such share of the Waivable Prepayment shall be offered ratably to the other Term Lenders that have accepted their share of such Waivable Prepayment and the Revolving Lenders based upon their Revolving Credit Exposure (with no reduction in the Revolving Credit Commitments). If no Event of Default has occurred and is continuing and no Interest Deferral Period is in effect, the application of any prepayment by the Administrative Agent shall be made on the earlier of (i) the sixth Business Day immediately following delivery of the Prepayment Notice to the Lenders and (ii) the date that all Term Lenders have notified the Administrative Agent in writing of whether they accept or reject their portion of the Waivable Prepayment. (ij) Notwithstanding The Borrowers shall reduce the Revolving Loans to not more than $20,000,000 during at least one consecutive thirty (30) day period during each Annual Fiscal Period (the “Annual Clean-Up”); provided, however, that for purposes of determining compliance with the foregoing provisions Annual Clean-Up provision, there shall be excluded from the calculation of this Section 2.13Revolving Loans, without duplication, (i) in the case of any mandatory prepayment of the Term outstanding Revolving Loans, Term Loan Lenders the proceeds of which were used to finance Permitted Business Acquisitions in an amount up to, but not exceeding, the specific dollar limitations on such acquisitions set forth in Section 6.5(a) (without giving effect to any increase in such dollar limitations that may waive by written notice to apply in Section 6.5(a) from the Administrative Borrower receipt of net proceeds of certain equity issuances made after the closing), and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers up to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on Dollar amount specified in the respective principal amounts table set forth below in this Section 2.10(j) of their outstanding Term Loans, (iii) Revolving Loans if and to the extent any that (x) the proceeds of such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any were used to make Consolidated Service Contract Capital Expenditures during the corresponding reduction period in Revolving Credit Commitments) the table below and (vy) such Capital Expenditures were expressly permitted to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).made under Section 6.15: Period Revolving Loans: 2008 Annual Fiscal Period $ 20,000,000 2009 Annual Fiscal Period $ 20,000,000 2010 Annual Fiscal Period $ 20,000,000 2011 Annual Fiscal Period $ 20,000,000 2012 Annual Fiscal Period $ 20,000,000

Mandatory Prepayments. The Borrower shall be required to make mandatory prepayments of the Revolving Credit Obligations in accordance with the following: (i) If at any time and for any reason the Revolving Credit Obligations are greater than the Aggregate Revolving Loan Commitment, the Borrower shall immediately make a mandatory prepayment of the Revolving Credit Obligations in an amount equal to such excess. (ii) If the L/C Obligations outstanding at any time are greater than the Aggregate Revolving Loan Commitment at such time minus the sum of the outstanding principal amount of the Revolving Loans at such time and the outstanding principal amount of the Swing Line Loans at such time, the Borrower shall either prepay the Obligations in an amount equal to such excess or deposit cash Collateral with the Administrative Agent in an amount in Dollars equal to such excess. (iii) On any date on which a sale, transfer or other disposition of the Borrower's or any Subsidiary's Property occurs, the Borrower shall make a mandatory prepayment of the Revolving Credit Obligations in such amount as is required by Section 7.3(A)(vi). (iv) On the date any Disclosed Domestic Subsidiary Asset Sale is consummated, the Borrower shall make a mandatory prepayment of the Revolving Credit Obligations in an amount equal to one-hundred percent (100%) of the net cash proceeds (including Cash Equivalents) resulting therefrom. (v) On the date the Disclosed Foreign Subsidiary Asset Sale is consummated, the Borrower shall make a mandatory prepayment of the Revolving Credit Obligations in an amount equal to fifty percent (50%) of the net cash proceeds (including Cash Equivalents) resulting therefrom. Mandatory prepayments arising under the foregoing clauses (iii) through (v) shall be made (x) on the same day on which the Asset Sale giving rise to such mandatory prepayment is consummated if the Borrower or the applicable Subsidiary receives the net cash proceeds of such Asset Sale by 3:00 p.m. Chicago time on such date or (y) by 9:00 a.m. Chicago time on the first Business Day to occur after the date on which such Asset Sale is consummated if the net cash proceeds of such Asset Sale are not received by the Borrower or the applicable Subsidiary by 3:00 p.m. Chicago time on the date such Asset Sale is consummated. With respect to any mandatory prepayment required under the foregoing clauses (iii) through (v), the Borrower shall (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to direct the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by to apply such Issuing Bank. If, after giving effect to any partial mandatory prepayment in reduction of the Revolving Credit Commitments Obligations on the date such mandatory prepayment is made, with the Borrower also remitting to the Administrative Agent for the benefit of the Lenders on such date all indemnification amounts required pursuant to Section 4.4 as a result of such mandatory prepayment; provided, however, that the Borrower shall not be required to provide the Administrative Agent or the Lenders with prior notice of such prepayment as otherwise required under Section 2.4(A) and Section 2.5(B), or (b) deposit such mandatory prepayment in a cash collateral account subject to the Administrative Agent's first priority perfected security interest and control for application to the Revolving Credit Obligations at the end of any Interest Period then outstanding; provided, however, that during the continuance of a Default, the Administrative Agent may at any other timetime apply any prepayment on deposit in the above-described cash collateral account notwithstanding the date on which any applicable Interest Period shall end and the Borrower shall pay all indemnification amounts which result under Section 4.4 in connection with such prepayment. With respect to any mandatory prepayment, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds Loan Commitment shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurredmandatory prepayment to the extent required by and in accordance with Section 2.5(B). (g) The Administrative Borrower shall deliver to . On the date any prepayment is received by the Administrative Agent, at the time such prepayment shall be applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer maturity. The amount of the Administrative Borrower setting forth in reasonable detail the calculation of Revolving Credit Obligations shall be deemed to have been reduced by the amount of such any mandatory prepayment and (ii) to deposited in the extent practicable, at least three (3) Business Days prior written notice above-described cash collateral account on the date of such prepayment (other than prepayments of ABR Revolving Loans that are not made deposit and shall be actually reduced on the date on which such amount is withdrawn from such cash collateral account and applied in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentObligations. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In Consistent with the mandatory prepayments set forth in the Pre-Petition Facility Documentation, and in any event of any termination of all the Revolving Credit Commitmentswill include annual mandatory prepayments, the Borrowers shallcommencing on March 31, on the date of such termination2021, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient equal to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person Loan Parties’ and their subsidiaries’ domestic cash and cash equivalents balance on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale March 31, 2021 in excess of $5,000,000 10 million payable in cash (subject to ordinary course standard for working capital and other customary exceptions) to apply to Loan Parties’ and their subsidiaries’ domestic cash balance (the “Excess Cash Payment Amount”). The Excess Cash Payment Amount shall be paid in cash by April 30, with the first Excess Cash Payment Amount due on April 30, 2021. The Exit Facility Documentation shall include a customary provision which shall permit the New First Lien Lenders to decline proceeds of any fiscal year mandatory prepayment event. Voluntary Prepayments Voluntary prepayments of the BorrowersNew First Lien Term Loans will be permitted at any time at par, without premium or penalty, subject to (i) the Borrowers shall apply 100% call protection described above and (ii) reimbursement of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is New First Lien Lenders’ redeployment costs in the form case of senior secured loans and which are secured a prepayment of LIBOR borrowings other than on a pari passu basis with the Obligations) pursuant last day of the relevant interest period. Application of Payments All voluntary prepayments of the New First Lien Term Loans will be made ratably to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers New First Lien Lenders and may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the any of New First Lien Term Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed as directed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of absent such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b)direction, (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters ). All mandatory prepayments of Credit (in an amount equal the New First Lien Term Loan Facility will be made ratably to the Minimum Collateral Amount) New First Lien Lenders and applied to the remaining amortization payments in direct order of maturity. Representations and Warranties To be substantially similar to the Pre-Petition Facility Documentation and other representations and warranties usual and customary for facilities of this type. Affirmative Covenants To be substantially similar to the Pre-Petition Facility Documentation and other affirmative covenants usual and customary for facilities of this type, including, without limitation, Loan Parties causing their foreign subsidiaries to use commercially reasonable efforts to extend maturity of their respective existing debt facilities beyond the Maturity Date. Reporting Requirements To be substantially similar to the Pre-Petition Facility Documentation and other reporting requirements usual and customary for facilities of this type. Negative Covenants Usual and customary for facilities of this type with exceptions and baskets to be agreed, including, without limitation, the following: A. Restrictions on a pro rata basis, in each caseprepayments or repurchases of the New Junior Convertible Term Loans; B. Prohibition on restricted payments, with no corresponding permanent reduction exceptions for payments to any holding company for ordinary course costs and expenses; C. Prohibition on unrestricted subsidiaries designation; D. Prohibition on incurrence of the Revolving Credit Commitments incremental debt, senior and pari passu debt (except in the case of any mandatory prepayment made under Section 2.13(cother than certain purchase money debt to be agreed) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by and limitation on the amount of such debt incurred). (g) The Administrative Borrower shall deliver allowed to be incurred under the ABL Exit Credit Facility. Financial Covenants Usual and customary for facilities of this type, but in any event to include a maximum capital expenditures covenant, maximum interest coverage ratio and leverage ratio covenants, with testing of interest coverage ratio and leverage ratio covenants commencing on December 31, 2021. Events of Default To be substantially similar to the Administrative Agent, at the time Pre-Petition Facility Documentation and other events of each prepayment required under default usual and customary for facilities of this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) type. Amendments Substantially similar to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentPre-Petition Facility Documentation. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit CommitmentsCommitments of a Class, the applicable Borrowers shall, on the date of such termination, repay or prepay all its their respective outstanding Revolving Loans Credit Borrowings (and all outstanding Swing Line Loans Domestic Swingline Borrowings or N.Z. Swingline Borrowings (in the case of a termination of the Domestic Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, respectively) of such Class, and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bankof the applicable Class and/or deposit an amount equal to the L/C Exposure of the applicable Class in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other timeof a Class, the Aggregate Domestic Revolving Credit Exposure, Aggregate Multicurrency Revolving Credit Exposure or Aggregate U.K. Revolving Credit Exposure would exceed the Total Domestic Revolving Credit Commitment, Total Multicurrency Revolving Credit Commitment or Total U.K. Revolving Credit Commitment, respectively, after giving effect thereto, then the applicable Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings (and/or Swingline Loans and, after (in the case of the Domestic Revolving Loans shall have been repaid Credit Commitments or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect toMulticurrency Revolving Credit Commitments)) and/or cash collateralize Letters of Credit issued by such Issuing Bank of the applicable Class in an amount sufficient to eliminate such excess. (b) If as a result of fluctuations in exchange rates, on any Calculation Date, (i) the Aggregate Multicurrency Revolving Credit Exposure would exceed 105% of the Total Multicurrency Revolving Credit Commitment, (ii) the Aggregate U.K. Revolving Credit Exposure would exceed 105% of the Total U.K. Revolving Credit Commitment, (iii) the portion of the Multicurrency Revolving Credit Exposure represented by Loans to or Letters of Credit issued for the account of the Canadian Borrower would exceed 105% of the Canadian Sublimit or (iv) the portion of the Multicurrency Revolving Credit Exposure represented by Loans to or Letters of Credit issued for the account of the Australian Borrower and the New Zealand Borrower would exceed 105% of the ANZ Sublimit, then, in each case, the applicable Borrowers shall, within three Business Days of such Calculation Date, prepay Revolving Loans (or N.Z. Swingline Loans, in the case of the Multicurrency Revolving Credit Commitments) and/or cash collateralize Letters of Credit such that the applicable exposure does not exceed the applicable commitment or sublimit set forth above without giving effect to the words “105% of”. (c) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect completion of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersSale, the Borrowers U.S. Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) No later than the earlier of (i) 45 days after June 30 of each year (commencing with June 30, 2014) and (ii) the date on which Holdings delivers its financial statements with respect to the period of four consecutive quarters then ended pursuant to Section 5.04(b) (each such date, an “ECF Prepayment Date”), the U.S. Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (x) if the Leverage Ratio at the end of such period shall have been greater than or equal to 3.00 to 1.00, 50% of Excess Cash Flow for such period and (y) if the Leverage Ratio at the end of such period shall have been greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00, 25% of Excess Cash Flow for such period; provided that no such prepayment shall be required pursuant to this paragraph (d) in respect of any period if the Leverage Ratio at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds end of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such timeperiod shall have been less than 2.5 to 1.00; provided further that the portion of any Voluntary Prepayments made during such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds period shall be allocated to deducted from any amounts payable by the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required U.S. Borrower pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly paragraph (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofd). (ce) In the event that the Administrative Borrower Holdings or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness for money borrowed by the Administrative Borrower of Holdings or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence provisions of Indebtedness permitted under Section 6.01(m)(x))this Agreement), the Borrowers shall on the Business Day of receipt of such Net Cash ProceedsU.S. Borrower shall, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance substantially simultaneously with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 and in any fiscal year of the Borrowers, the Borrowers shall event not later than the fifth Business Day following next following) the receipt of such Net Cash Proceeds by the Administrative Borrower Holdings or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments of outstanding Term Loans under Section 2.13(b), (c) and (d) this Agreement shall be applied without penalty or premium, (i) first, allocated pro rata among the then outstanding Tranche A Loans, Tranche B Loans, Specified Incremental Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such and Other Term Loans and applied in direct order of maturitymaturity against the remaining scheduled installments of principal due in respect of Tranche A Loans, Tranche B Loans, Specified Incremental Term Loans and Other Term Loans under Sections 2.11(a)(i), (ii) second, to Revolving Loans and), (iii) third, to cash collateralize outstanding Letters of Credit and (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(xiv), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)respectively. (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (ai) In No later than 95 days after the event end of each ECF Period (an “ECF Deadline”), the Borrower shall pay to the Term Lenders an aggregate amount (which shall be applied in accordance with Section 2.10(b)(v)) equal to (A) the ECF Percentage of Excess Cash Flow, if positive, for such ECF Period minus (B) the sum of (x) all voluntary prepayments of Term Loans during such ECF Period (or following the end of such ECF Period if such voluntary prepayments are made prior to the ECF Deadline for such ECF Period; it being understood that the amount of any termination voluntary prepayments applied to reduce the mandatory prepayment required by this Section 2.10(b)(i) in respect of one ECF Period may not be applied to reduce such mandatory prepayment in a subsequent ECF Period) pursuant to Section 2.10(a) and (y) all voluntary repayments of Revolving Loans during such ECF Period (or following the end of such ECF Period if such voluntary repayments are made prior to the ECF Deadline for such ECF Period; it being understood that the amount of any voluntary repayments applied to reduce the mandatory prepayment required by this Section 2.10(b)(i) in respect of one ECF Period may not be applied to reduce such mandatory prepayment in a subsequent ECF Period) pursuant to Section 2.10(a), to the extent the Revolving Credit Commitments, Commitments are permanently reduced by the Borrowers shall, on the date amount of such terminationrepayments, repay excluding, in all cases pursuant to this clause (B), any payments or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace prepayments funded with the proceeds of any issuance or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters sale of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction Equity Interests of the Revolving Credit Commitments Borrower or at with the proceeds of any other time, Indebtedness of the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (other than Revolving Loans or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(fSwingline Loans); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (cA) In If the event that the Administrative Borrower or any Restricted Subsidiary (or receives any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance any Asset Sale or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x)))Casualty Event, the Borrowers Borrower shall on pay to the Business Day of receipt of such Net Cash Proceeds, apply Term Lenders an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit (which shall be applied in accordance with Section 2.13(f2.10(b)(v). ) on or prior to the date that is ten (d10) In Business Days after the event date of actual receipt by the Borrower of such Net Cash Proceeds; provided that no such prepayment shall be required pursuant to this Section 2.10(b)(ii)(A) with respect to such Net Cash Proceeds that the Administrative Borrower or any Restricted Subsidiary shall reinvest in accordance with Section 2.10(b)(ii)(B); provided, further, that the foregoing proviso shall not apply to any Asset Sale made in reliance on Section 6.11(m). (B) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale or Casualty Event, the Borrower or any other Person Restricted Subsidiary may, at its option, reinvest or commit to reinvest all or any portion of such Net Cash Proceeds in assets useful for the direction of the Administrative Borrower Borrower’s or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day ’s business within 12 months following the receipt of such Net Cash Proceeds by (and, in the Administrative Borrower case of such a commitment, the reinvestment contemplated thereby shall actually have been consummated on or such Restricted Subsidiary, apply an amount equal prior to 100% the date that is the later of (x) 12 months following receipt of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters and (y) 180 days following the date of Credit in accordance with Section 2.13(fthe making of such commitment); provided that if at the time provided, further, that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to that are not so reinvested within such 12 month period (as such period may be extended as contemplated by the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(dimmediately preceding parenthetical phrase) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and applied as set forth in any event Section 2.10(b)(ii)(A) within five (5) Business Days after the date end of such rejectionperiod; (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 (without prejudice to the restrictions therein), the Borrower shall pay to the Term Lenders an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary therefrom (which shall be applied to prepay the Loans in accordance with Section 2.10(b)(v)) on or prior to the terms hereofdate that is five (5) Business Days after the receipt of such Net Cash Proceeds. (eiv) [reserved]. (fv) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (iithis Section 2.10(b) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above applied, first, in direct order of maturities, to the prepayment principal repayment installments of outstanding Revolving Term Loans (but without any corresponding reduction in Revolving Credit Commitments) due within the eight fiscal quarters following such prepayment, and (v) second, on a pro rata basis to the extent there are any remaining principal repayment installments of Term Loans; and unless otherwise provided herein, each such prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower Lenders in accordance with their respective Applicable Percentages in the outstanding Term Loans. (any amounts returned to the Administrative Borrower vi) Any prepayment of Term Loans pursuant to this clause (v), “Declined Amounts”)Section 2.10(b) shall be accompanied by accrued interest and shall be subject to Section 2.15.

Mandatory Prepayments. Subject in each case to Section 2.06(c): (ai) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (bA) Not later than If at any time (1) the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account Outstanding Amount of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers Dollar Revolving Obligations shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to Aggregate Dollar Revolving Committed Amount, (2) the Other Applicable Indebtedness pursuant to Outstanding Amount of Limited Currency Revolving Obligations shall exceed the terms thereofAggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed the remaining amountAlternative Currency Sublimit, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date Outstanding Amount of such rejection) be applied to prepay the Swingline Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) Swingline Sublimit and (d6) the L/C Obligations shall be applied without penalty exceed the L/C Sublimit or premium, the L/C Committed Amount (i) first, pro rata among the Term Loans (if any), in each case, being applied to other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to applicable Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (Obligations in an amount equal to the Minimum Collateral Amount) on a pro rata basisdifference; provided, in each casehowever, with no corresponding permanent reduction of that L/C Obligations will not be Cash Collateralized hereunder until the Revolving Credit Commitments (except Loans and Swingline Loans have been paid in the case full. If on any Revaluation Date and solely as a result of any mandatory prepayment made under Section 2.13(c) changes in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13Spot Rates, (i) a certificate signed by a Responsible Officer the Outstanding Amount of Limited Currency Revolving Obligations shall exceed 105% of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Aggregate Limited Currency Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term LoansCommitted Amount, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount Outstanding Amount of such mandatory prepayment, all Multicurrency Revolving Obligations shall exceed 105% of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender Aggregate Multicurrency Revolving Committed Amount or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the ForeignAlternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and difference. (B) If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to 105% of the L/C Sublimit then in effect, then, within three two (2) Business Days following after receipt of such notice, the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date on which of payment to an amount not to exceed 100% of the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations denominated in aan Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency L/C Sublimit. The Administrative Borrower (Agent may, at any amounts returned time and from time to time after the Administrative Borrower pursuant initial deposit of such cash collateral, request that additional cash collateral be provided in order to this clause (v), “Declined Amounts”)protect against the results of further exchange rate fluctuations.

Mandatory Prepayments. (a) In If at any time the event Revolving Facility Usage exceeds the Borrowing Base, the Borrower shall take one or more of any termination the actions required by Section 5.11 [Borrowing Base Deficiency], which may include making mandatory prepayments of all the Revolving Credit Commitments, Loans. (b) If at any time the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction Facility Usage is in excess of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Loans and, after the Revolving Loans shall have been repaid or prepaid (as used in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with this Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof5.6.4(b), a “Other Applicable Indebtednessdeficiency”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on Borrower shall immediately make a pro rata basis (determined principal payment on the basis of Loans sufficient to cause the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment balance of the Loans and cash collateralization of Letters of then outstanding to be equal to or less than the Revolving Credit that would have otherwise been required Commitments then in effect. If a deficiency cannot be eliminated pursuant to this Section 2.13(b5.6.4(b) shall be reduced accordingly. To by prepayment of the extent the holders Revolving Credit Loans as a result of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidoutstanding Letter of Credit Obligations, the declined amount Borrower shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance also deposit cash collateral with the terms hereofAdministrative Agent, to be held by the Administrative Agent to secure such outstanding Letter of Credit Obligations. (c) In the event that a Borrowing Base Deficiency occurs as a result of a reduction in the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted Borrowing Base pursuant to Section 6.01 (other than the incurrence 2.9(f) [Borrowing Base] upon an issuance of Indebtedness permitted under Section 6.01(m)(x)))Permitted Unsecured Notes, the Borrowers Borrower shall prepay the Loans (and after all Loans are repaid in full, shall Cash Collateralize the Letter of Credit Obligations such that the Borrowing Base Deficiency is eliminated) on the Business Day date of receipt consummation of such Net Cash Proceedsissuance of Permitted Unsecured Notes, apply an amount equal to 100% of the extent necessary to eliminate such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f)Borrowing Base Deficiency. (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been All prepayments required pursuant to this Section 2.13(d) 5.6.4 [Mandatory Prepayments] shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) first be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied Interest Rate Options to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be the Loans subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 2.165.9 [Indemnity], and the Borrower shall be accompanied by accrued and unpaid interest indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on any day other than the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment last day of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)applicable Interest Period.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans Credit Borrowings and all outstanding Swing Line Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure 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 Borrowings or Swingline Loans and(or a combination thereof) and if, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace the Aggregate Revolving Credit Exposure continues to exceed the Total Revolving Credit Commitment, then Borrowers shall Cash Collateralize or cause provide a backstop letter of credit with respect to be canceled such excess in accordance with Section 2.13(b). (b) Upon receipt of notice and upon the request of Agent, if the L/C Exposure shall exceed the L/C Commitment on any date, Borrowers shall (i) Cash Collateralize such excess with an amount in cash equal to 102% of such excess as of such date or make other (ii) provide a backstop letter of credit in a face amount equal to 102% of such excess as of such date from an issuer and pursuant to arrangements reasonably satisfactory to the Administrative Agent and each applicable Issuing Bank with respect toBank. (c) If at any time the Aggregate Revolving Credit Exposure exceeds the Line Cap at such time, the Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of Credit issued by such Issuing Bank or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.23(k) in an aggregate amount sufficient to eliminate such excess; except, that, if the Aggregate Revolving Credit Exposure exceeds the Line Cap as a direct result of the establishment of a Reserve and not as a result of any other factor, such excess shall be repaid within five (5) days from the date such excess first exists. Mandatory prepayments of Loans made pursuant to this clause (c) shall not reduce the Total Revolving Credit Commitment. (bd) Not later than At any time during the fifth Business Day following continuance of a Cash Dominion Period, Loan Parties shall repay or prepay the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of Loans in an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall apply amount equal to 100% of the Net Cash Proceeds of any Collateral received from any Asset Sale (or any other disposition of Collateral) by any Loan Party or from any Casualty Event, such repayments to be made promptly but in no event more than three Business Days following receipt of such net cash proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. If an Event of Default exists and is continuing, such repayment or prepayment shall be applied in accordance with respect thereto Section 7.02. If no Event of Default exists and is continuing, such repayment or prepayment shall be applied against the Obligations as follows: first, to repay or prepay Swingline Loans, second, to repay or prepay Revolving Loans, and third, to replace outstanding Loans and/or cash collateralize Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(f2.23(k); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form . Mandatory prepayments of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required made pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). clause (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than reduce the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Total Revolving Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofCommitment. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be made without premium or penalty, and (other than prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving 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 Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersBorrower, the Borrowers Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are Borrower is required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers Borrower may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers Borrower 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the BorrowersReceipt, the Borrowers Borrower shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are Borrower is required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers Borrower may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]In the event that there shall be Excess Cash Flow for any Excess Cash Flow Period, the Borrower shall, no later than 130 days after the end of such Excess Cash Flow Period, unless the IPO has been consummated on or prior to such date, prepay the Term Loans in accordance with Section 2.13(f)(i) in an aggregate amount equal to (i) the Applicable ECF Percentage of such Excess Cash Flow, if any, for such Excess Cash Flow Period, minus (ii) voluntary repayments or repurchases of the Term Loans by the Borrower made with internally generated cash (including, for the avoidance of doubt, repurchases of Term Loans pursuant to Section 9.04(l) and excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Credit Agreement Refinancing Indebtedness). (f) Mandatory prepayments under Section 2.13(b), (c), (d) and (de) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any)Loans, in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).,

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrowers The Borrower shall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Loans Credit Borrowings and all outstanding Swing Line Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) all of its outstanding Letters of Credit issued by such Issuing BankCredit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other timeCommitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers Borrower shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the fifth tenth Business Day following the receipt by the Administrative Borrower or any of its Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale in excess of $5,000,000 in any fiscal year of the Borrowersor Prepayment Property Loss Event, the Borrowers Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or such Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f2.13(e); provided, however, that, except as provided that in the next sentence, if (x) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries and (y) no Event of Default shall have occurred and be continuing at the time that any of such prepayment would notice, and no Event of Default under clause (a), (b), (g) or (h) of Article 7 (each, a “Specified Default”) shall have occurred and shall be requiredcontinuing at the time of proposed reinvestment (unless, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form case of senior secured loans and which are secured on a pari passu basis with the Obligations) such Specified Default, such reinvestment is made pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”a binding commitment entered into at a time when no Specified Default was continuing), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall extent that such Net Cash Proceeds are so reinvested within 12 months after the date of receipt of such Net Cash Proceeds (or, within such 12 month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such 12 month period); provided, however, that if any Net Cash Proceeds are not exceed the amount required to be allocated reinvested on or prior to the Other Applicable Indebtedness pursuant to last day of the terms thereofapplicable application period, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event applied within five (5) Business Days after to the date prepayment of such rejectionthe Term Loans as set forth above (without regard to the immediately preceding proviso). (c) be applied to No later than the tenth Business Day following the delivery of the Section 5.04 Financials (commencing with the fiscal year ended December 31, 2012), the Borrower shall prepay the outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the terms hereofexcess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the sum of the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 and Section 2.13(b) plus the aggregate principal amount of Second Lien Loans prepaid pursuant to Section 2.12 and Section 2.13(b) of the Second Lien Credit Agreement, as applicable, during such fiscal year or on or prior to the date such payment is required to be made (without duplication in any succeeding period), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (cd) In the event that the Administrative Borrower or any of its Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))6.01), the Borrowers Borrower shall on no later than the tenth Business Day of next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f2.13(e). (d) . In addition, if at any time the event that the Administrative Borrower or any of its Restricted Subsidiary (Subsidiaries makes a voluntary prepayment, repurchase or redemption with respect to any Additional Pari Passu Notes or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the BorrowersCredit Agreement Refinancing Indebtedness with respect thereto, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiaryshall, apply an amount equal to 100% of such Net Cash Proceeds to simultaneously therewith, prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis percentage of the aggregate outstanding principal amount of the Loans, outstanding Letters Term Loans equal to the percentage of Credit and the aggregate outstanding principal amount of the Other Applicable Additional Pari Passu Notes (or series thereof) or Refinancing Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or so prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory All prepayments under Section required by Sections 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among to the repayment of the Term Loans until paid in full (if anyapplied against the remaining scheduled installments of principal due in respect of the Term Loans as directed by the Borrower or, in the absence of such direction, in the direct order of maturity). Mandatory prepayments of Term Loans and any Incremental Term Loans, in each case, being required by Sections 2.13(b), (c) and (d) shall be applied to ratably among the remaining scheduled amortization payments relating to such outstanding Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred)and Incremental Term Loans. (gf) With respect to any prepayment required by Sections 2.13(b), (c) and (d), the Borrower may, in its sole discretion, give the Term Lenders the option to elect not to accept all or a portion of such prepayment. The Administrative Borrower shall deliver notify the Administrative Agent of its election to grant such option to the Administrative Agent, at Term Lenders on or before the time of each prepayment required under this applicable date set forth in Section 2.132.13(b), (ic) a certificate signed by a Responsible Officer or (d) for such prepayment. Promptly after the receipt of such notice, the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment Agent shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by provide written notice to the Administrative Borrower and Term Lenders of the option granted by the Borrower. Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent on or before by 1:00 p.m. no later than two (2) Business Days after the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of notice from the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive Administrative Agent. On such date the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders Administrative Agent shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by then provide written notice to the Administrative Borrower of the Lenders declining such prepayment, the amount so declined and the aggregate amount of such prepayment. Notwithstanding anything herein to the contrary, the Borrower shall prepay the Loans as set forth in Section 2.13(b), (c) or (d) within two (2) Business Days after its receipt of notice from the Administrative Agent within three Business Days following of the date on which aggregate amount of such prepayment, and amounts declined by the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender Lenders shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment repayment of Term the Second Lien Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly required by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)Second Lien Credit Agreement.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit CommitmentsCommitments of a Class, the applicable Borrowers shall, on the date of such termination, repay or prepay all its their respective outstanding Revolving Loans Credit Borrowings (and all outstanding Swing Line Loans Domestic Swingline Borrowings or N.Z. Swingline Borrowings (in the case of a termination of the Domestic Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, respectively) of such Class, and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bankof the applicable Class and/or deposit an amount equal to the L/C Exposure of the applicable Class in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. If, after giving effect to If as a result of any partial reduction of the Revolving Credit Commitments or at any other timeof a Class, the Aggregate Domestic Revolving Credit Exposure, Aggregate Multicurrency Revolving Credit Exposure or Aggregate U.K. Revolving Credit Exposure would exceed the Total Domestic Revolving Credit Commitment, Total Multicurrency Revolving Credit Commitment or Total U.K. Revolving Credit Commitment, respectively, after giving effect thereto, then the applicable Borrowers shall, on the date of such reduction or at such other timereduction, repay or prepay Revolving Credit Borrowings (and/or Swingline Loans and, after (in the case of the Domestic Revolving Loans shall have been repaid Credit Commitments or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect toMulticurrency Revolving Commitments)) and/or cash collateralize Letters of Credit issued by such Issuing Bank of the applicable Class in an amount sufficient to eliminate such excess. (b) If as a result of fluctuations in exchange rates, on any Calculation Date, (i) the Aggregate Multicurrency Revolving Credit Exposure would exceed 105% of the Total Multicurrency Revolving Credit Commitment, (ii) the Aggregate U.K. Revolving Credit Exposure would exceed 105% of the Total U.K. Revolving Credit Commitment, (iii) the portion of the Multicurrency Revolving Credit Exposure represented by Loans to or Letters of Credit issued for the account of the Canadian Borrower would exceed 105% of the Canadian Sublimit, (iv) the portion of the Multicurrency Revolving Credit Exposure represented by Loans to or Letters of Credit issued for the account of the Japanese Borrower would exceed 105% of the Japanese Sublimit or (v) the portion of the Multicurrency Revolving Credit Exposure represented by Loans to or Letters of Credit issued for the account of the Australian Borrower and the New Zealand Borrower would exceed 105% of the ANZ Sublimit, then, in each case, the applicable Borrowers shall, within three Business Days of such Calculation Date, prepay Revolving Loans (or N.Z. Swingline Loans, in the case of the Multicurrency Revolving Credit Commitments) and/or cash collateralize Letters of Credit such that the applicable exposure does not exceed the applicable commitment or sublimit set forth above without giving effect to the words “105% of”. (c) Not later than the fifth Business Day following the receipt by the Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Administrative Borrower or any Restricted Subsidiary) of Net Cash Proceeds in respect completion of any Asset Sale in excess of $5,000,000 in any fiscal year of the BorrowersSale, the Borrowers U.S. Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of senior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of such Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers 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 Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) No later than the earlier of (i) 45 days after June 30 of each year (commencing with June 30, 2008), and (ii) the date on which Holdings delivers its financial statements with respect to the period of four consecutive quarters then ended pursuant to Section 5.04(b), the U.S. Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to the excess, if any, of (x) 50% of Excess Cash Flow such period less (y) Voluntary Prepayments made during such period; provided that no such prepayment shall be required pursuant to this paragraph (d) if the Leverage Ratio at the end of such period shall have been less than 2.0 to 1.0. (e) In the event that the Administrative Borrower Holdings or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess the incurrence or disposition of $5,000,000 Indebtedness (other than Indebtedness permitted pursuant to Section 6.01), the U.S. Borrower shall, substantially simultaneously with (and in any fiscal year of the Borrowers, the Borrowers shall event not later than the fifth Business Day following next following) the receipt of such Net Cash Proceeds by the Administrative Borrower Holdings or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments of outstanding Term Loans under Section 2.13(b), (c) and (d) this Agreement shall be applied without penalty or premium, (i) first, allocated pro rata among the then outstanding Tranche A Loans, Tranche B Loans and Other Term Loans, and, subject to paragraph (h) below, applied (i) against the scheduled installments of principal due during the succeeding two years in respect of Tranche A Loans, Tranche B Loans and Other Term Loans (if anyunder Sections 2.11(a)(i), in each case(ii) and (iii), being applied to the remaining scheduled amortization payments relating to such Term Loans respectively, in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to thereafter, pro rata against the extent practicable, at least three (3) Business Days prior written notice remaining scheduled installments of such prepayment (other than prepayments principal due in respect of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Tranche A Loans, Tranche B Loans and Other Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term LoansLoans under Sections 2.11(a)(i), (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, and (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”)respectively.