Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If the principal amount of the Notes is Term Loans are accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrower shall immediately pay to PurchasersLenders, payable to each Purchaser Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the all outstanding principal amount of the Notes, Term Loans plus (ii) accrued and unpaid interest thereon through the prepayment date, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Prepayment Premium, plus (iiiiv) all other Obligations that are due and payable, including PurchasersLenders’ Expenses and interest at the Default Rate, if applicable, Rate with respect to any past due amounts. . Notwithstanding (iibut without duplication with) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment the Maturity Date, Issuer if any fees payable under the Fee Letter by reason of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall apply an amount equal pay to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment each Lender in accordance with the terms of this Section 2.2(c)the Fee Letter. Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) The Prepayment Premium shall also be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment the event the Obligations (collectively, the “Declined Amount”and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in which case the Declined Amount shall be retained lieu of foreclosure or by Issuerany other means. Each prepayment of the Notes under this Section 2.2(c)(iiEACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes pursuant to a mandatory offer to purchase such First Lien Notes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (collectively, by notice to the “Declined Amount”Administrative Agent), either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class in which case direct order of maturity (based on the Declined Amount respective Term Maturity Dates for such Classes) and, if more than one Class of Term Loans has the same Term Maturity Date, on a pro rata basis between such Classes of Term Loans based on the respective principal amount of such Classes of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If Upon the Company's receipt of Identified Proceeds, the Company shall be required to reduce the principal amount of outstanding under the Notes is accelerated (including, but not limited to, upon by prepaying the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Notes in accordance with its respective Pro Rata Share, an aggregate amount equal to the sum of: lesser of (x) the outstanding principal, together with all accrued interest, under all notes issued to Purchasers (the "Purchaser Notes") and (y) (i) 50% of the first $200 million of aggregate Identified Proceeds, and (ii) 100% of aggregate Identified Proceeds in excess of $200 million. Each such prepayment under this Section 2(c) shall be due and payable upon the closing of the transaction resulting in the Company's realization of Identified Proceeds. As used herein, "Identified Proceeds" shall mean (x) Net Proceeds actually received by the Company from any financing undertaken by the Company following the issuance of the Purchaser Notes, other than Excluded Financings, (y) Net Proceeds received by the Company from the sale of assets by the Company (other than sales of assets in the ordinary course), except that up to $200 million of net proceeds received from a sale of the Company's assets may be used to repay Excluded Financings (other than to Ralpx X. Xxxxx, XX, xxs successors and assigns), and (z) the excess, if any, over $300 million of Net Proceeds from Excluded Financings; provided, however, the Identified Proceeds shall exclude any refinancing permitted by Section 8.2 of the Note Purchase Agreement. As used herein, "Excluded Financings" shall mean (i) the outstanding principal amount of $150 million credit facility entered into between the Notes, plus (ii) accrued Company and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment DateChase Manhattan Bank, (ii) the aggregate equity investment made by Ralpx X Xxxxx, XX xx the Company in the amount of such prepayment$50 million, and (iii) the option $50 million Senior Unsecured Credit Facility provided by The Chase Manhattan Bank and (iv) up to $50,000,000 of each Purchaser additional financing referred to (x) decline its share in Section 16 of such prepayment or (y) accept Declined AmountsAmendment No. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior 3 to the Mandatory Prepayment DateMerger Agreement. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received shall mean gross cash proceeds from such financing less the Company's expenses directly attributable to such financing, including any Asset Sale reasonable commitment or facility fees to repay any Junior Indebtednessthe lender and reasonable legal fees.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (collectively, by notice to the “Declined Amount”Administrative Agent), either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class in which case direct order of maturity (based on the Declined Amount respective Term Maturity Dates for such Classes) and, if more than one Class of Term Loans has the same Term Maturity Date, on a pro rata basis between such Classes of Term Loans based on the respective principal amount of such Classes of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If the principal amount On each date on which Lender actually receives a distribution of the Notes is accelerated (includingNet Proceeds, but and if Lender exercises its right provided for herein not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make such Net Proceeds from any Asset Saleavailable to Borrower for a Restoration, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Proceeds shall be applied to the percentage outstanding principal balance of the Loan, together with interest accruing on such amount calculated through the next Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of and payable to Borrower, and shall be applied by Lender on the next Monthly Payment Date. The Allocated Loan Amount of an applicable Individual Property shall be reduced by an amount equal to such prepayment of principal upon such application of Net Proceeds pursuant to this Section 2.4.2. Notwithstanding the foregoing and anything else herein to the contrary, if in connection with any Casualty or Condemnation at any Individual Property Lender exercises its right provided for herein not to make the Net Proceeds available to Borrower for a Restoration, then at Borrower’s option, Lender shall release the applicable Individual Property from the lien of the Mortgage and related Loan Documents (or, in lieu of such release, the assignment of the related Mortgage by Lender on substantially the same terms as are provided in Section 2.4.1(c)), provided that (i) Borrower shall pay Lender an amount which, when added to the amount of Net Proceeds received in connection with such Casualty or Condemnation, equals the Allocated Loan Amount of the Individual Property for which the Net Proceeds were obtained together with interest on such amount calculated for the same periods as Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms first sentence of this Section 2.2(c). Amounts 2.4.2, (ii) no Event of Default shall have occurred and be continuing (except for any Event of Default which would be cured or eliminated by the release or assignment of the Individual Property, (iii) Borrower shall provide to be applied Lender a release of the Mortgage as it relates to such Individual Property and related Loan Documents in connection a form appropriate for the jurisdiction in which the applicable Individual Property is located and reasonably satisfactory to Lender for execution by Lender and (iv) simultaneously with prepayments made the release, Borrower shall convey fee simple title to the Release Property to a Person other than Borrower. (b) Any prepayment of the Loan pursuant to this Section 2.2(c)(ii) 2.4.2 shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that without premium (including Yield Maintenance Premium) or penalty of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesskind.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments and associated Cash Collateralizations of the Letters of Credit, in each case as set forth in Section 2.10: (iA) If any Obligor Party shall receive Net Cash Proceeds in excess of $20,000,000 from any Recovery Event or any event described in Section 5.20(c)(ii) or Section 5.20(c)(iii) shall occur, the applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Loans in accordance with its respective Pro Rata Sharethe Depositary Agreement or (B) if any Loan Party shall receive any Performance Liquidated Damages Excess Amount and any event described in Section 5.20(d)(i) or Section 5.20(d)(ii) shall occur, the applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Loans in accordance with the Depositary Agreement. (ii) If any Indebtedness shall be issued or incurred by any Obligor Party (excluding any Indebtedness incurred in accordance with Section 6.02), the Borrower shall, on the date of such incurrence, prepay an aggregate principal amount of the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds thereof in accordance with the Depositary Agreement. (iii) On each Quarterly Payment Date (commencing with the first Quarterly Payment Date that occurs in the first full calendar quarter following the Term Conversion Date), the Borrower shall, on such Quarterly Payment Date, prepay an aggregate principal amount of the Term Loans in an amount equal to the ECF Sweep Amount for such Quarterly Payment Date in accordance with the Depositary Agreement. (iv) In the event that Term Conversion is not achieved by the Term Conversion Date Certain, the Gateway Project or the Diablo Project cannot satisfy all of the conditions precedent to the Term Conversion Date in Section 4.04, or for any other reason any Loan Party wishes to Dispose of the Gateway Project or the Diablo Project or a Guarantor (other than Vista or Holdings) on or before the applicable Date Certain for the Gateway Project or the Diablo Project or the Term Conversion Date Certain, then Borrower shall, substantially concurrently with such Disposal, (A) prepay an aggregate principal amount of the Loans in an amount equal to the applicable amounts for such Project or Guarantor as set forth on Schedule 2.11(b)(iv) in accordance with the Depositary Agreement and (B) distribute to Holdings, and Holdings shall distribute to LeConte, an amount equal to the applicable amount for such Project or Guarantor as set forth on Schedule 2.11(b)(iv) (such amount, the “LeConte Target Disposition Prepayment Amount”). (v) In the event of: (A) any termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Revolving Letters of Credit and/or Cash Collateralize such Revolving Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the Revolving Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Commitments of all Revolving Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the Revolving Loans and/or Cash Collateralize the Revolving Letters of Credit in an amount sufficient to eliminate such excess; and (B) any termination of all the DSR Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding DSR L/C Loans and terminate all its outstanding DSR Letters of Credit and/or Cash Collateralize such DSR Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the DSR Commitments, the aggregate DSR Facility Exposure of any Tranche would exceed the aggregate DSR Commitments of all DSR Lenders under such Tranche after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the DSR L/C Loans and/or Cash Collateralize DSR Letters of Credit in an amount sufficient to eliminate such excess. (vi) In the event of any reduction or termination of the Construction Commitments, unless the requirements of Section 2.08(b)(ii)(C) are satisfied, the Borrower shall, on the date of such reduction or termination, repay or prepay all outstanding Construction Loans. (vii) In the event of any reduction or termination of the Term Commitments, the Borrower shall, on the date of such reduction or termination prepay on a pro rata basis the Construction Loans and the Vista Expansion Loans in the positive amount (if any) by which the sum of: (i) of the aggregate outstanding principal amount of the Notes, plus sum of (iiA) accrued the Construction Loans and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with any remaining Available Unused Commitments in respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five Construction Commitments and (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iB) the Mandatory Prepayment Date, (ii) Vista Expansion Loans and any remaining Available Unused Commitments in respect of the Vista Expansion Commitments shall exceed the aggregate amount of the Term Commitments after giving effect to any such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment termination or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessreduction.

Mandatory Prepayments. (i) If the principal amount of the Notes is Term Loans are accelerated (including, but not limited to, upon following the occurrence of a bankruptcy or insolvency event (including the acceleration an Event of claims by operation of law))Default, Issuer Borrower shall immediately pay to PurchasersLenders, payable to each Purchaser Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the all outstanding principal amount of the Notes, Term Loans plus (ii) accrued and unpaid interest thereon through the prepayment date, (ii) any fees payable under the Fee Letter as a result of such prepayment, (iii) the Prepayment Premium, plus (iiiiv) all other Obligations that are then due and payable, including PurchasersLenders’ Expenses and interest at the Default Rate, if applicable, Rate with respect to any past due amounts. . Notwithstanding (iibut without duplication of) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment the Maturity Date, Issuer if any fees payable under the Fee Letter as a result of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall apply an amount equal pay to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment each Lender such unpaid fees in accordance with the terms of this Section 2.2(c)the Fee Letter. Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) The Prepayment Premium shall also be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment the event the Obligations (collectively, the “Declined Amount”and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in which case the Declined Amount shall be retained lieu of foreclosure or by Issuerany other means. Each prepayment of the Notes under this Section 2.2(c)(iiEACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. Unless a Reinvestment Notice has been given, then no later than the third Business Day following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds, the Borrower shall prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with 75% of such Net Cash Proceeds in excess of $50,000,000; provided that, upon receipt of Investment Grade Ratings (and for all periods thereafter), the Borrower shall only be required to prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with 50% of such Net Cash Proceeds in excess of $50,000,000. On the 1st Business Day after the expiration of any Reinvestment Period, the Borrower shall prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with any portion of such percentage of such Net Cash Proceeds in excess of $50,000,000 which have not been reinvested in accordance with the preceding sentence. Concurrently with any prepayment of the Loans pursuant to this Section 2.05(b), the Borrower shall deliver to the Administrative Agent (i) If a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds, and (ii) at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of the Notes is accelerated each Loan (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay portion thereof) to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)be prepaid. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms prepayments of Borrowings under this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii2.05(b) shall be payable subject to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelySection 3.05, the “Declined Amount”)but shall otherwise be without premium or penalty, in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment on payment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount prepaid. Issuer set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to each Purchaser notice the Administrative Agent a certificate of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to a Responsible Officer demonstrating the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount derivation of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessexcess amount.

Mandatory Prepayments. (i) If On the principal amount next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of the Notes is accelerated (includingNet Proceeds, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser if Lender has elected in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount provisions of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect Loan Documents not to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make such Net Proceeds from any Asset Saleavailable to Borrower for a Restoration, Issuer shall apply Borrower shall, at Lender’s option, prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage however, if an Event of Default has occurred and is continuing, unless such Net Proceeds comprise an award in compensation for lost income as a result of a temporary Taking (in which event that portion of the Issuer Retention column belowaward comprising compensation for lost income shall be treated as Rent for the purposes of this Agreement), and shall Lender may apply an amount equal to the percentage of such Net Proceeds to the Debt in any order, proportion and priority as Lender may determine in its sole and absolute discretion. Any prepayment received by Lender under this Section 2.4.2 shall be (a) subject to Section 2.4.3 hereof and (b) accompanied by (i) all interest which would have accrued on the Note Repayment column belowprincipal amount prepaid through, to prepay the Notes: and (2) notwithstanding the foregoingbut not including, on each Reinvestment Prepayment such Monthly Payment Date, Issuer shall apply an amount equal to (ii) all other sums due and payable under the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes Loan Documents, and (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied iii) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with prepayments such prepayment. Provided that no Event of Default shall have occurred and be continuing, no Yield Maintenance Premium, or other premium or penalty, shall be due in connection with any prepayment made pursuant to this Section 2.2(c)(ii2.4.2 or in connection with any payment made pursuant to Section 5.3(a) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment or (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment b) of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessMortgage.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be issued or incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.12(d). (iib) If Subject to Section 2.12(e), if on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event, Issuer which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, unless a Reinvestment Notice shall apply be delivered within five (5) Business Days following the receipt of such Net Cash Proceeds in respect thereof, an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Cash Proceeds in the Issuer Retention column belowexcess of $40,000,000, and shall apply an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the percentage fifth Business Day after receipt toward the prepayment of such Net Proceeds the Term Loans as set forth in the Note Repayment column belowSection 2.12(d); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(d). . (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.18(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Issuer shall deliver to each Purchaser notice Any amount that is excluded from the calculation of each prepayment of Notes Net Cash Proceeds in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.12(e)(i) will not less be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days prior after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the date such prepayment extent that a Reinvestment Notice has been or shall be made validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (eachii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, a “Mandatory Prepayment Date”in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Such notice Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall set forth prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the Mandatory Prepayment Dateaggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the aggregate amount Total Revolving Extensions of such prepaymentCredit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (iiiincluding the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Total Revolving Commitments for two consecutive Business Days prior to thereafter, then on such second Business Day thereafter, the Mandatory Prepayment Date. Issuer shall notBorrowers shall, and shall not permit any without notice or demand, immediately repay such of the Subsidiaries tooutstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, use after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessRevolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (ia) If Unless the principal amount Required Prepayment Lenders shall otherwise agree, if on any date the Parent, the Borrower or any of the Notes is accelerated its Class I Restricted Subsidiaries shall incur any Indebtedness (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment dateof the Loans as set forth in Section 2.10(c). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Parent, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to Borrower or any past due amountsof its Subsidiaries not permitted by Section 7.2. (iib) If on any date Issuer Unless the Required Prepayment Lenders shall otherwise agree, if the Borrower or any Subsidiary of its Class I Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or any Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to thereof not later than 45 days after the percentage end of the fiscal quarter during which the Borrower or any of its Class I Restricted Subsidiaries received such Net Proceeds in Cash Proceeds, the Issuer Retention column below, and Loans shall apply be prepaid by an amount equal to the percentage amount of such Net Cash Proceeds (excluding any amounts subject to any such Reinvestment Notice), as set forth in the Note Repayment column belowSection 2.10(c); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer Date the Loans shall apply be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(c). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) Amounts to be applied in connection with as prepayments made pursuant to this Section 2.2(c)(ii) shall be payable applied, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest Term Loans and second, to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes the Revolving Credit Loans and as specified in whole or in part Section 2.16. Any such mandatory prepayment of the Revolving Credit Loans pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and 2.10 shall not permit any result in a mandatory reduction of the Subsidiaries to, use any Net Proceeds received from any Asset Sale Revolving Credit Commitments. Amounts prepaid in respect of Term Loans pursuant to repay any Junior Indebtednessthis Section 2.10 may not be reborrowed.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds (or, if such day is not a Business Day, the immediately succeeding Business Day), if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingProperty or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Lender shall apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer however, if an Event of Default has occurred and is continuing, Lender may deliver a Reinvestment Notice with respect to the percentage of apply such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds Debt (until paid in the Note Repayment column below, to prepay the Notes: and (2full) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with in any applicable premium)order or priority in its sole discretion. All Net Proceeds from Asset Sales No yield maintenance premium or other premium shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any partial prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.2 shall be accompanied applied by accrued interest to Lender in such order and priority as Lender shall determine in its sole and absolute discretion. (b) On the date of on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 6.4(e) hereof, such prepayment tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate outstanding principal amount of the Loan being prepaid through the last day of the month within which such prepaymenttender occurs, and (iiib) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior any other sums due hereunder relating to the Mandatory Prepayment DateLoan. Issuer No yield maintenance or other premium shall not, and shall not permit be due in connection with any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCasualty/Condemnation Prepayment.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated (including, but not limited to, upon Upon the occurrence of a bankruptcy any Equity Issuance by the Company or insolvency event (including the acceleration any of claims by operation its Subsidiaries resulting in Net Cash Proceeds in excess of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share$100,000, an amount equal to the sum of: (i) the outstanding principal amount 60% of the Notes, plus Net Cash Proceeds thereof shall be applied within ten (ii10) accrued and unpaid interest thereon through Business Days of the date of such issuance toward the prepayment date, plus (iii) all other Obligations that are due of the Term Loans and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsRevolving Loans as set forth in Section 2.23(c). (iib) If on any date Issuer the Company or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net ProceedsPurchase Price Refund or Recovery Event then, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof (within ten (10) Business Days of such Net Proceeds in the Issuer Retention column belowAsset Sale, and shall apply an amount equal to the percentage of Purchase Price Refund or Recovery Event), such Net Cash Proceeds shall be applied on the 11th Business Day following such Asset Sale, Purchase Price Refund or Recovery Event toward the prepayment of the Term Loans and the Revolving Loans as set forth in the Note Repayment column belowSection 2.23(c); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 in any fiscal year of the Company; and (ii) on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans and the payment of the Revolving Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.23(c). . (c) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii2.23(a) and Section 2.23(b) shall be payable applied first, to each Purchaser in accordance with its respective Pro Rata Share; provided that the prepayment of the Term Loans, and second, to the prepayment of the Revolving Loans, but not the reduction of the Revolving Commitments. The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount pursuant to this Section shall be retained by Issuermade, first, to Base Rate Loans, second, to Index Rate Loans, and, third, to LIBOR Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii. (d) not less than five (5) Business Days prior to To the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) extent that the aggregate amount of outstanding Borrowing Base Obligations exceeds the Borrowing Base at any time, and upon the Administrative Agent’s demand therefor, the Borrowers shall pay such prepaymentexcess amount by first prepaying the Revolving Loans, next prepaying amounts paid by the Issuing Bank under the Letters of Credit for which it has not been reimbursed by the Borrowers, and then providing cash collateral for the Letters of Credit, as specified below. In the event that the Borrowers shall be required to provide cash collateral for the Letters of Credit pursuant to the foregoing sentence, the Borrowers shall effect the same by paying to the Administrative Agent, for the benefit of the Issuing Bank, immediately available funds in an amount equal to the required amount, which funds shall be retained by the Administrative Agent, for the benefit of the Issuing Bank, in a cash collateral account until the earlier to occur of (1) the date the affected Letters of Credit shall have been terminated or cancelled, and (iii2) the option date the aggregated amount of each Purchaser outstanding Borrowing Base Obligations no longer exceeds the Borrowing Base, at which time the cash collateral shall be paid to the Company. (xe) decline If the Administrative Agent determines, based on its share review of the audited financial statements of the Company for its fiscal year ended on March 31, 2007, that EBITDA plus the Applicable Add-Backs for such prepayment fiscal year was less than $11,500,000, or (y) accept Declined Amounts. Any Purchaser that wishes if such audited financial statements are not delivered to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) the Administrative Agent within 30 days of the date on which they are due, the Borrowers shall, within 10 Business Days prior to after the Mandatory Prepayment Date. Issuer shall notAdministrative Agent makes a written demand therefor, and shall not permit any prepay the Term Loans in an aggregate amount of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness$2,000,000.

Mandatory Prepayments. (a) If Lender is not obligated to make Net Proceeds available to any Borrower for Restoration, on the next occurring Monthly Payment Date following the date on which (i) If the principal amount of the Notes is accelerated (includingLender actually receives any Net Proceeds, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus and (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations Lender has determined that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive such Net Proceeds from any Asset Saleshall be applied against the Outstanding Principal Balance, Issuer Borrowers shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds. So long as no Event of Default has occurred and is continuing, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to prepay this Section 2.4.2. Any partial prepayment under this Section 2.4.2 shall be applied to the Notes; provided that,last payments of principal due under the Loan. (1b) Issuer may deliver If any prepayment under this Section 2.4.2 results in the payment in full of all principal and interest due on the Loan and all other amounts due under the Loan Documents, Lender shall, upon the written request and at the expense of Borrowers, release the Liens of the Mortgages and the other Loan Documents. (c) In the event that following the occurrence of a Reinvestment Notice Casualty or a Condemnation with respect to any Property, Lender is not obligated to make the percentage of Net Proceeds available to the applicable Borrower for Restoration and has determined that such Net Proceeds in shall be applied against the Issuer Retention column belowOutstanding Principal Balance pursuant to Section 2.4.2(a), then, provided that no Event of Default shall have occurred and be continuing, the Borrower that owns such Property shall have the right, at its sole cost and expense, to obtain a release of the Liens of the Mortgage encumbering such Property and the other related Loan Documents by: (i) delivering written notice to Lender of its election to obtain a release of such Property within ten (10) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, and shall (ii) paying to Lender within sixty (60) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, in addition to such Net Proceeds, an amount equal to the percentage sum of (A) the Release Amount for such Property minus the amount of such Net Proceeds in applied to the Note Repayment column belowOutstanding Principal Balance, to prepay the Notes: and plus (2B) notwithstanding the foregoing, if such prepayment occurs on each Reinvestment Prepayment a day other than a Monthly Payment Date, Issuer interest at the Interest Rate on the amount so prepaid through, but not including, the next succeeding Monthly Payment Date. Such Borrower shall apply an amount equal prepare and submit to Lender the Reinvestment Prepayment Amount with respect release of Mortgage (and related Loan Documents) for the Property to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales be released for execution by Lender, which documents shall be deposited in a Collateral Account pending repayment or reinvestment form appropriate for the jurisdiction in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Sharewhich such Property is located; provided that any Purchaser may decline such Borrower’s obligation to indemnify and hold harmless Lender pursuant to the provisions of the Loan Documents shall survive any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest release to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessextent expressly stated therein.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred or issued by any Group Member after the principal amount of the Notes is accelerated Closing Date (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than Excluded Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 4.2(d). (ii1) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) % of such Net Proceeds, to prepay Cash Proceeds shall be applied on such date toward the Notesprepayment of the Term Loans as set forth in Section 4.2(d); provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d). (2) Notwithstanding the foregoing, to prepay the Notes extent that (together with and for so long as) any of or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable premiumlocal Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower, the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such reduction. (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the option of the Borrower, on or prior such Excess Cash Flow Application Date, toward the prepayment of the Term Loans as set forth in Section 4.2(d). All Net Proceeds from Asset Sales Each such prepayment shall be deposited made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in a Collateral Account pending repayment or reinvestment in accordance Section 7.1(a) for the fiscal year of the Borrower with respect to which such prepayment is made are required to be delivered to the terms of this Section 2.2(c). Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 4.2 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelySection 4.8 and first, the “Declined Amount”)to Base Rate Loans and, in which case the Declined Amount shall be retained by Issuersecond, to Eurodollar Loans. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice . (e) The Total Term Commitment (and the Term Commitments of each Lender) shall terminate in its entirety at 5:00 p.m., New York City time, on the Closing Date. (f) For the avoidance of doubt, if any prepayment of Notes in whole or in part pursuant to this under Section 2.2(c)(ii4.2(a) not less than five (5) Business Days prior to is a Repricing Transaction, the date such prepayment repayment shall be made (each, a “Mandatory Prepayment Date”subject to Section 4.1(d). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If an Underlying Borrower with respect to an Underlying Loan shall prepay (or pay on or after the maturity date of such Underlying Loan) all or any portion of the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event such Underlying Loan (including any scheduled amortization or unscheduled principal payment, liquidation proceeds or other similar proceeds) or the acceleration Underlying Loan shall be sold to any Person, on the first Payment Date immediately following the date of claims such payment by operation such Underlying Borrower, Borrower shall be required to make a prepayment of lawthe Loan hereunder (each, a “Mandatory Prepayment”) in an amount equal to the sum of (i) lesser of (x) the product of the Advance Rate (UPB) for such Underlying Loan and the amount of such principal payment or prepayment and (y) the amount necessary to reduce the then outstanding Allocated Loan Amount for such Underlying Loan to zero, (ii) all fees and other amounts then due and payable to Custodian pursuant to the Custodial Agreement, Collection Agent pursuant to the Collection Account Agreement and Servicer pursuant to the Servicing Agreement, in each case with respect to such Underlying Loan, (iii) all accrued and unpaid interest on the unpaid principal amount of such Underlying Loan and (iv) all other amounts then due and payable to Lender in connection with such Underlying Loan (the “Mandatory Prepayment Amount”)). The obligation of Borrower to pay the Mandatory Prepayment Amount may be satisfied by the application of Receipts pursuant to Section 3.03(c) hereof. In connection with any Mandatory Prepayment required hereunder, Issuer the Allocated Loan Amount for the applicable Underlying Loan shall immediately be reduced by an amount equal to the related Mandatory Prepayment Amount. After the reduction in full of the Allocated Loan Amount for the applicable Underlying Loan, any excess amounts shall be applied by Lender in its sole discretion. Upon any Mandatory Prepayment that is allocated to an Underlying Loan that is not in an open prepayment period, Borrower shall pay to PurchasersLender the Prepayment Premium with respect to such Mandatory Prepayment. (b) If any Underlying Loan is a Defaulted Loan, payable Borrower shall pay to each Purchaser in accordance with its respective Pro Rata ShareLender, within two (2) Business Days of demand by Lender, an amount equal to the sum of: Allocated Loan Amount for the applicable Underlying Loan (i) without the outstanding principal amount payment of any premium or penalty); provided, however, any demand for payment of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest Allocated Loan Amount for an applicable Underlying Loan may be waived or revoked by Lender in its sole discretion at the Default Rate, if applicable, with respect to any past due amountstime. (iic) If on any date Issuer or any Subsidiary Promptly following the repayment of the Allocated Loan Amount of an applicable Underlying Loan in full, and so long as no Event of Default shall receive Net Proceeds from any Asset Salehave occurred and be continuing, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Lender’s security interest in the Issuer Retention column below, and related Collateral shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment terminate in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness4.10.

Mandatory Prepayments. (ia) [Reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 but including any Overadvance set forth in Section 2.8(a), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment date, plus (iii) all of the Term Loans and other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsamounts as set forth in Section 2.12(e). (iic) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) Section 2.12(e); provided that notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [Reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) (provided that any Purchaser Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) The Borrower shall notdeliver to the Administrative Agent, and shall not permit any at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the Subsidiaries toamount of such prepayment or reduction and (ii) to the extent practicable, use at least ten days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12.

Mandatory Prepayments. (ia) [reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 but including any Overadvance set forth in Section 2.8(a), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment date, plus (iii) all of the Term Loans and other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsamounts as set forth in Section 2.12(e). (iic) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) Section 2.12(e); provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) (provided that any Purchaser Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) The Borrower shall notdeliver to the Administrative Agent, and shall not permit any at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the Subsidiaries toamount of such prepayment or reduction and (ii) to the extent practicable, use at least ten days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12.

Mandatory Prepayments. If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from the Incurrence of any Indebtedness (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)other than Excluded Indebtedness), Issuer the Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Term Loans on a pro rata basis on the date of such receipt in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) % of such Net Cash Proceeds; provided, that if at the time of such prepayment such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such Net Cash Proceeds to prepay the NotesTerm Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the date of such receipt; provided that, provided, further, that (1A) Issuer may deliver a Reinvestment Notice with respect any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the percentage terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this Section 4.2(a) shall be reduced accordingly and (D) to the extent the holders of such Net Proceeds Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the Issuer Retention column below, and shall apply an amount equal to the percentage date of such Net Proceeds in the Note Repayment column below, rejection) be applied to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment Term Loans in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesshereof.

Mandatory Prepayments. (ia) If the principal amount Borrower or any of the Notes is accelerated its Subsidiaries shall issue debt securities or instruments pursuant to a public offering or private placement (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), then on the next Business Day following such issuance, the Term Loans shall be prepaid by an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus Net Cash Proceeds of such issuance (ii) accrued and unpaid interest thereon through or such lesser amount to repay the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at Term Loans in full). The provisions of this Section do not constitute a consent to the Default Rate, if applicable, with respect to incurrence of any past due amountsIndebtedness by the Borrower or any of its Subsidiaries not permitted under Section 7.2. (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, then on the next Business Day following the receipt of such Net Cash Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and Term Loans shall apply be prepaid by an amount equal to the percentage amount of such Net Cash Proceeds (or such lesser amount to repay the Term Loans in the Note Repayment column belowfull); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, Issuer Date the Term Loans shall apply be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)Event. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(cdo not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 27, 2007, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow (or such lesser amount to repay the Term Loans in full). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any Each such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment and commitment reduction shall be made on a date (each, a an “Mandatory Prepayment Excess Cash Flow Application Date”). Such notice shall set forth ) no later than five Business Days after the earlier of (i) the Mandatory Prepayment Datedate on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the aggregate amount date such financial statements are actually delivered. (d) Notwithstanding anything to the contrary herein, mandatory prepayments of such prepayment, and (iii) the option of each Purchaser Term Loans shall not be required to (x) decline its share of the extent such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes would result in a taxable gain for US Federal income tax purposes at such time to exercise its option any member of the Borrower as a direct result thereof, with any limitations in the prepayment being supported by reasonably detailed calculations presented to decline the Administrative Agent within five Business Days of the date on which such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesswould otherwise be due.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred or issued by any Group Member after the principal amount of the Notes is accelerated Closing Date (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than Excluded Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 4.2(d). (ii1) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) % of such Net Proceeds, to prepay Cash Proceeds shall be applied on such date toward the Notesprepayment of the Term Loans as set forth in Section 4.2(d); provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d). (2) Notwithstanding the foregoing, to prepay the Notes extent that (together with and for so long as) any of or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable premiumlocal Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower, the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such reduction. (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the option of the Borrower, on or prior such Excess Cash Flow Application Date, toward the prepayment of the Term Loans as set forth in Section 4.2(d). All Net Proceeds from Asset Sales Each such prepayment shall be deposited made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in a Collateral Account pending repayment or reinvestment in accordance Section 7.1(a) for the fiscal year of the Borrower with respect to which such prepayment is made are required to be delivered to the terms of this Section 2.2(c). Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 4.2 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelySection 4.8 and first, the “Declined Amount”)to Base Rate Loans and, in which case the Declined Amount shall be retained by Issuersecond, to Eurodollar Loans. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice . (e) The TotalAdditional Term B Commitment (and the Term Commitments of each prepayment of Notes Lender) shall terminate in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to its entirety at 5:00 p.m., New York City time, on the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) Closingupon funding on the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.Amendment No.1

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: First $10.0 25.0 % 75.0 % Next $10.0 35.0 % 65.0 % Next $10.0 45.0 % 45.0 % Any remaining proceeds thereafter 50.0 % 50.0 % and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) [reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to 100% of the sum of: Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). Contemporaneously with the prepayment of the Term Loans pursuant to this Section 2.12(b) prior to the first anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent (for the ratable benefit of the Lenders), a prepayment fee equal to 1.00% of the aggregate amount of the Term Loans so prepaid. Any such Term Loan prepayment fee shall be fully earned on the date paid and shall not be refundable for any reason; provided that in the event that (i) such prepayment occurs as a result of a Refinancing and (ii) SVB acts as the outstanding principal sole and exclusive administrative agent and collateral agent for such Refinancing, then any Lender participating in such Refinancing shall not be entitled to any portion of the prepayment premium, and the amount of the Notes, plus (ii) accrued and unpaid interest thereon through the total prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountspremium shall be reduced accordingly. (iic) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, Section 2.12(e); provided that on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied first to each Purchaser the prepayment of installments due in respect of the Term Loans on a pro rata basis and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) and second to repay outstanding Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments) (provided that any Purchaser Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”)), in which case the Declined Amount shall be retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that have elected to accept such Declined Amounts; and second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments). Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) The Borrower shall notdeliver to the Administrative Agent, and shall not permit any at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the Subsidiaries toamount of such prepayment and (ii) to the extent practicable, use at least ten (10) days’ prior written notice of such prepayment (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12, other than pursuant to Section 2.12(b).

Mandatory Prepayments. (ia) If Unless the principal amount of the Notes is accelerated Required Prepayment Lenders shall otherwise agree, if any Indebtedness (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2) shall be incurred by the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary, an amount equal to 100% of the sum of: Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (i) the outstanding principal Borrower shall not be required to prepay the Term Loans pursuant to this paragraph (b) in excess of the amount such that the Total Senior Secured Leverage Ratio immediately after such prepayment would be equal to or less than the Total Senior Secured Leverage Ratio immediately prior to effecting such Asset Sale (the amount of Net Cash Proceeds not required to prepay the NotesTerm Loans as a result of this provision is herein referred to as “Excess Sale Proceeds”), plus (ii) accrued and unpaid interest thereon through during any fiscal year, the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect Borrower shall not be permitted to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with in respect to the percentage of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of extent that after giving effect to such Asset Sale or Recovery Event, such Net Cash Proceeds, together with all other Net Cash Proceeds of all such Asset Sales and Recovery Events received in the Note Repayment column belowsuch fiscal year, to prepay the Notes: and would exceed 5% of Consolidated Total Assets, (2iii) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer the Term Loans shall apply be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (iv) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to prepay the Notes portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (together c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2008, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, in each case other than to the extent any applicable premiumsuch prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). All Net Proceeds from Asset Sales Each such prepayment shall be deposited made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in a Collateral Account pending repayment or reinvestment Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent. Notwithstanding the foregoing, all mandatory prepayments pursuant to this Section 2.12(c) shall be limited to the extent that the Borrower reasonably determines that such mandatory prepayments would result in accordance with adverse tax consequences related to the terms repatriation of funds in connection therewith by Foreign Subsidiaries of the Borrower; provided that any amount so excluded from any such mandatory prepayment pursuant to the operation of this Section 2.2(c). sentence shall not increase the Available Amount pursuant to clause (a)(i) of the definition thereof. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that Section 2.18(b) until paid in full. The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount pursuant to Section 2.12 shall be retained by Issuermade, first, to Base Rate Loans and, second, to LIBO Rate Loans. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12(a) through (c) above (which, for the avoidance of doubt, includes prepayments of any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Purchaser Term Lender (which, for the avoidance of doubt, includes any Lender holding a New Term Loan) a notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”)) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. Such notice shall set forth (i) On the Mandatory Prepayment Date, (ii) the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such prepayment, and Lenders have accepted (iii) the option of each Purchaser it being understood that any Lender’s failure to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days object prior to the relevant Mandatory Prepayment Date. Issuer Date shall not, and shall not permit any be deemed as an acceptance by such Lender of the Subsidiaries tooffer to prepay contained in such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above; provided that, use following such offer and application, any Net Proceeds received from any Asset Sale amount remaining unapplied shall be returned to repay any Junior Indebtednessthe Borrower.

Mandatory Prepayments. On the 10th day following the Company consummating any public or private offering of any Capital Stock or any other issuance of any Capital Stock or of any other Securities or any other financing or capital-raising transaction of any kind (ieach a “Subsequent Offering”) If on any date other than the principal amount of Maturity Date, the Notes is accelerated (includingCompany shall, but not limited tosubject to the Holder’s conversion rights set forth herein, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser the Holder in accordance with its respective Pro Rata Share, immediately available Dollars an amount equal to the sum of: lesser of (i) the outstanding principal amount 50% of the Notes, plus net proceeds the Company receives from such Subsequent Offering and (ii) accrued and unpaid interest thereon through to the prepayment dateextent not earlier converted, plus the aggregate amount of outstanding Obligations (iii) all other Obligations that are due and payablethe “Mandatory Prepayment Amount”). Notwithstanding anything in this Note to the contrary, including Purchasers’ Expenses and interest at in the Default Rateevent the Company receives any proceeds from an Equity Line of Credit, if applicable, with respect the Company shall pay to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply the Holder in immediately available Dollars an amount equal to one hundred percent (100%) 10% of the net proceeds received. The Company shall provide notice to the Holder of the closing of such Net ProceedsSubsequent Offering, to prepay including the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to expected gross proceeds thereof, not later than the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to 2nd day preceding the date of consummation of such prepayment Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the amount prepaiddate of consummation of such Subsequent Offering. Issuer shall deliver The Holder may continue to each Purchaser notice convert the principal amounts to be prepaid under this Note until the date of each prepayment consummation of Notes such Subsequent Offering; provided, that, if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may refuse such payment in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to and convert the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) Note in the Mandatory Prepayment Date, (ii) the aggregate amount of such prepaymentpayment refused and, in its sole discretion, apply such payment to other outstanding Obligations, if any. This Section 2(b) is merely a requirement to redeem this Note and (iii) not an authorization to consummate any Subsequent Offering otherwise prohibited by the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessTransaction Documents.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (collectively, by notice to the “Declined Amount”Administrative Agent), in which case either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Declined Amount Term Loans of each Class selected by the Borrower. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If Following the principal amount Closing Date, immediately upon receipt by the Borrower of proceeds of any dividend or distribution (or if any such proceeds are received by the Notes is accelerated (includingBorrower in the period after the Completion Date and on or before the Closing Date, but not limited to, upon immediately after the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)Closing Date), Issuer the Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Term Loans in accordance with its respective Pro Rata Share, an amount equal to all such proceeds. Any such prepayment shall be applied in accordance with paragraph (c) immediately below. (b) Following the sum ofClosing Date, if the Borrower or any of its Subsidiaries incur or issue, as applicable: (i) the outstanding principal amount of the Notesany Indebtedness for borrowed money, plus or (ii) accrued equity securities, then immediately following the date of receipt of the proceeds thereof (or if any such proceeds are received by the Borrower after the Completion Date and unpaid interest thereon through on or before the prepayment dateClosing Date, plus (iii) all other Obligations that are due and payableimmediately after the Closing Date), including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary Borrower shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Term Loans in an amount equal to one hundred percent (100%) all such proceeds received therefrom, in each case, net of such Net Proceeds, underwriting discounts and commissions and other reasonable out-of-pocket costs paid to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied non-Affiliates in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuertherewith. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date Any such prepayment shall be applied in accordance with paragraph (c) immediately below. (c) Any prepayments made by the Borrower pursuant to clauses (each, a “Mandatory Prepayment Date”). Such notice shall set forth (ia) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (yb) accept Declined Amounts. Any Purchaser that wishes of this Section 2.8 shall be applied by the Administrative Agent as follows: first, to exercise its option Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries toLoan Documents; second, use to all other fees and reimbursable expenses of the Lenders then due and payable pursuant to any Net Proceeds received from any Asset Sale of the Loan Documents, pro rata to repay any Junior Indebtednessthe Lenders based on their respective Pro Rata Shares of such fees and expenses; third to interest then due and payable on the Term Loans made to the Borrower, pro rata to the Lenders based on their respective Term Loan Commitments; and fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Term Loan Commitments.

Mandatory Prepayments. Furthermore, the undersigned agrees that should the outstanding principal balance of the Loan at any time exceed the amount which is equal to 65% of the collective fair market value of the Gulfstream Aerospace Model G-IV-SP Aircraft bearing manufacturer’s serial number 1460 and U.S. Registration Xxxx N326JD held as security under the Mortgage (the “Aircraft”), as determined by the Lender pursuant to an appraisal obtained by it, at the sole cost and expense of the undersigned (“Lender’s Appraisal”), the undersigned will forthwith make one or more prepayments (or provide cash collateral) of this Note within thirty (30) days of written demand therefor, in each case such that the outstanding principal balance of the Loan shall not exceed the amount which is (i) If 65% of the value of the Lender’s Appraisal plus (ii) the cash collateral. So long as no Event of Default has occurred hereunder, the appraisal mechanism set forth immediately above may not be exercised more than once every twelve (12) months. Any prepayment made pursuant to the terms of this paragraph VII shall not be subject to a prepayment fee; provided, however, if such prepayment is (i) made on a day that is not the last day of an Interest Period, shall be accompanied by the LIBOR Breakage Fee calculated with respect to the principal amount balance being prepaid, or, (ii) if the Loan is then accruing interest at the Fixed Rate, such prepayment shall be subject to payment of the Notes is accelerated (includingFixed Rate Prepayment Fee. Notwithstanding the foregoing, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser undersigned may deposit with Lender cash in accordance with its respective Pro Rata Share, an amount equal to the sum of: difference between (ia) the outstanding principal amount balance of the Notes, plus Loan and (iib) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at product of 65% multiplied by the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) appraised value of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Aircraft pursuant to the percentage of Lender’s Appraisal (such Net Proceeds in differential hereinafter referred to as the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium“LTV Shortfall”). All Net Proceeds from Asset Sales The LTV Shortfall shall be deposited in a Collateral Account pending repayment or reinvestment in accordance into an interest bearing cash collateral account maintained with the terms Lender or, at Lender’s discretion, one of this Lender’s affiliates.” (d) Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(iiVIII(C) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a Note entitled “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, Financial Covenants” is hereby amended and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.restated as follows:

Mandatory Prepayments. (i) If In addition to Borrowers’ obligation to pay the principal entire amount of the Notes is accelerated (including, but not limited to, Obligations upon the occurrence of a bankruptcy or insolvency event Revolving Commitment Termination Date, Borrowers shall also be jointly and severally required to prepay the Obligations as follows: (including A) Borrowers shall prepay the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Obligations (I) in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Asset Sale Proceeds from Asset Sales of ABL Priority Collateral (other than the collection of Accounts and the sale or lease of Inventory in the Ordinary Course of Business) and (II) in the amount of all cash proceeds from the collection of Accounts or the sale or lease of Inventory in the Ordinary Course of Business. In addition, plus Borrowers shall prepay the Obligations in the amount of the Net Asset Sale Proceeds from Asset Sales of Notes Priority Collateral to the extent (iix) accrued such Net Asset Sale Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Intercreditor Agreement, as the case may be, and unpaid interest thereon through (y) such prepayment is otherwise permitted by the prepayment dateSenior Secured Notes Indenture and the Intercreditor Agreement; (B) Borrowers shall prepay the Obligations from (I) the Net Insurance/Condemnation Proceeds received by Agent or any Credit Party, plus as applicable paid in respect of any ABL Priority Collateral and (iiiII) all Net Insurance/Condemnation Proceeds to the extent (x) such Net Insurance/Condemnation Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Senior Secured Notes Indenture and the Intercreditor Agreement, as the case may be, and (y) such prepayment is otherwise permitted by the Senior Secured Notes Indenture and the Intercreditor Agreement; and (C) On the date of receipt by any Credit Party of any Cash proceeds from the incurrence of any Indebtedness of any Credit Party (other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, than with respect to any past due amounts. (ii) If on any date Issuer Indebtedness permitted to be incurred pursuant to Section 6.1, including, without limitation, the Senior Secured Notes, the $125,000,000 Unsecured Debt, the Second Lien Obligations, or any Subsidiary the Subordinated Lien Obligations, if any), Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Loans in an aggregate amount equal to one hundred percent (100%) % of such Net Proceedsproceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage net of such Net Proceeds in the Issuer Retention column belowunderwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts expenses that are not otherwise required to be applied in connection with prepayments made to the Senior Secured Notes pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case Senior Secured Notes Indenture and the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest $125,000,000 Unsecured Debt pursuant to the date of $125,000,000 Unsecured Debt Credit Agreement, as such prepayment agreements are in effect on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesshereof.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes pursuant to a mandatory offer to purchase such First Lien Notes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower's option (collectively, by notice to the “Declined Amount”Administrative Agent), either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class in which case direct order of maturity (based on the Declined Amount respective Term Maturity Dates for such Classes) and, if more than one Class of Term Loans has the same Term Maturity Date, on a pro rata basis between such Classes of Term Loans based on the respective principal amount of such Classes of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If any Indebtedness shall be incurred by the principal amount Company or any of the Notes is accelerated its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.01), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within five Business Days of the receipt of such Net Cash Proceeds toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.13(c)(iii). (ii) If on any date Issuer the Company or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof within five Business Days of the receipt of such Net Cash Proceeds, an amount equal to one hundred percent (100%) % of such Net ProceedsCash Proceeds shall be applied within ten Business Days following receipt thereof toward the prepayment of the Term Loans; provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with applied toward the terms prepayment of this Section 2.2(c). the Term Loans. (iii) Amounts to be applied in connection with prepayments made shall be applied to the prepayment of the Term Loans in accordance with Section 2.20. The application of any prepayment pursuant to this Section 2.2(c)(ii2.13(c) shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Term Benchmark Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.13(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each Each prepayment of Notes the Term Loans in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.13(c) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) applied to installments thereof in the Mandatory Prepayment Date, (ii) the aggregate amount inverse order of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessmaturity.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries after the Closing Date (excluding (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence proceeds of a bankruptcy or insolvency event Permitted Receivables Financing, and (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser ii) any other permitted Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to the sum of: (i) the outstanding principal amount Applicable Prepayment Percentage of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.13(c). (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal be delivered in respect thereof (or will be delivered concurrently with the next compliance certificate to one hundred percent (100%) be delivered pursuant to Section 6.2(b)), the Applicable Prepayment Percentage of such Net ProceedsCash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.13(c); provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment Section 2.13(c). (c) The application of any prepayment pursuant to Section 2.13(a) or reinvestment in accordance with (b) shall be made ratably to the terms Term Loans based on the outstanding respective principal amounts thereof. Partial prepayments of this Section 2.2(c). Amounts to be applied in connection with prepayments made the Term Loans pursuant to this Section 2.2(c)(ii) 2.13 shall be payable applied to each Purchaser the remaining installments thereof in accordance with its respective Pro Rata Share; provided that the direct order of maturity. The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount of Term Loans pursuant to this Section 2.13 shall be retained by Issuermade, first, to ABR Loans and second, to Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If Subject to the principal amount terms and conditions of the Notes is accelerated (includingIntercreditor Agreement, but not limited to, upon in the occurrence of a bankruptcy or insolvency event (including that the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer Borrower or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent the Borrower shall, substantially simultaneously with (100%and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, apply all such Net Cash Proceeds to prepay the Notes; provided that,outstanding Loans. (1b) Issuer may deliver a Reinvestment Notice with Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata among the Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Sections 2.10(a)(i), (ii) and (iii). (c) The Borrower shall, to the percentage extent practicable, notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of any prepayment under this Section, either (i) in the case of any 1-month LIBOR Loan or a 2-Week LIBOR Loan, at least three Business Days or (ii) in the case of any PRIME Rate Loan, at least one Business Day, before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and a reasonably detailed calculation of the amount of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage prepayment. Promptly following receipt of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelynotice, the “Declined Amount”), in which case Administrative Agent shall advise the Declined Amount shall be retained by IssuerLenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Notes under this Section 2.2(c)(ii) Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the date of such prepayment on the amount amounts prepaid. Issuer All prepayments of Borrowings under this Section shall deliver be subject to each Purchaser notice Section 2.15, but shall otherwise be without premium or penalty. (d) Notwithstanding any other provision of each this Section, the Borrower may defer any prepayment of Notes in whole or in part less than $1,000,000 that would otherwise be required to be made under this Section until the aggregate amount of all prepayments so deferred shall exceed $1,000,000, at which time the Borrower shall make all such deferred prepayments. (e) All amounts required to be paid pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days 2.12 shall be applied first, to prepay outstanding Loans of Lenders that accept the same. Any Lender may elect, by notice to the Administrative Agent at or prior to the date time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.12, to decline all (but not a portion) of its pro rata share of such prepayment shall be made (eachsuch declined amounts, a the “Mandatory Prepayment DateDeclined Proceeds”). Such notice Any Declined Proceeds shall set be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). All such accepted prepayments shall be applied first, to the scheduled installments of principal due in respect of the Loans under Section 2.10 within 12 months of the date on which such prepayment is made and second, pro rata to the remaining scheduled installments of principal due in respect of the Loans under Section 2.10. Thereafter, the remaining Declined Proceeds shall be retained by the Borrower. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, a certificate signed by a Financial Officer of the Borrower setting forth (i) in reasonable detail the Mandatory Prepayment Datecalculation of the amount of such prepayment. If at the time of any prepayment pursuant to Section 2.12 there shall be outstanding Borrowings of different Types, (ii) and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such mandatory prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior be allocated ratably to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any outstanding Borrowings of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessaccepting Lenders.

Mandatory Prepayments. (i1) If The Borrower shall prepay Swingline Loans and Revolving Loans to the extent necessary so that the aggregate principal amount of the Notes is accelerated (includingSwingline Loans, but Revolving Loans and Letter of Credit Liabilities outstanding at any time does not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, exceed an amount equal to the sum of: (i) the outstanding principal amount lesser of the NotesBorrowing Base then in effect or the Revolving Credit Commitments then in effect; provided, plus (ii) accrued and unpaid interest thereon through however, that in connection with any prepayment of LIBOR Loans, the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary Borrower shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect pay to the percentage of Administrative Agent, for distribution to the Lenders, the accrued interest on such Net Proceeds Loan required to be paid pursuant to Section 3.1.1 and any amounts required to be paid pursuant to Section 3.4.5. Any prepayment pursuant to this paragraph (2) shall be applied first to Swingline Loans until the same have been fully repaid, and then to Base Rate Loans and/or LIBOR Loans, in the Issuer Retention column order provided below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and. (2) notwithstanding The Borrower shall prepay Loans with (A) all of the foregoingnet proceeds of the sale or other disposition of assets by the Borrower or any Guarantor except for dispositions permitted pursuant to clauses (a), on each Reinvestment Prepayment Date(b) and (c) of Section 9.3 and (B) all of the net proceeds resulting from the incurrence of any Indebtedness other than Indebtedness permitted hereunder; provided, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied however, that in connection with prepayments made any prepayment of LIBOR Loans, the Borrower shall pay to the Administrative Agent, for distribution to the Lenders, the accrued interest on such Loan required to be paid pursuant to Section 3.1.1 and any amounts required to be paid pursuant to Section 3.4.5 and provided, further, that this section shall not be construed to permit the Borrower to take any action not otherwise permitted hereunder. Any prepayment pursuant to this Section 2.2(c)(iiparagraph (3) shall be payable applied first then to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”)Base Rate Loans and/or LIBOR Loans, in which case the Declined Amount shall be retained by Issuer. Each prepayment of order provided below, until the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepaymentsame have been fully repaid, and (iii) the option of each Purchaser then to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessSwingline Loans.

Mandatory Prepayments. (i) If the principal amount of the Notes is Term Loans are accelerated (including, but not limited to, upon following the occurrence of a bankruptcy or insolvency event (including the acceleration an Event of claims by operation of law))Default, Issuer Borrower shall immediately pay to PurchasersLenders, payable to each Purchaser Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (iA) the all outstanding principal amount of the Notes, Term Loans plus (ii) accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (iiiD) all other Obligations sums, that are shall have become due and payable, including PurchasersLenders’ Expenses Expenses, if any, and interest at the Default Rate, if applicable, Rate with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall receive Net Proceeds from any Asset Salehave the right, Issuer shall apply an amount equal upon written notice to one hundred percent (100%) of such Net ProceedsBorrower, to prepay require Borrower to repay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Term Loans in full, in which case Borrower shall immediately pay to the percentage of such Net Proceeds in the Issuer Retention column belowLenders, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser Lender in accordance with its respective Pro Rata Share; provided , an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any Purchaser may decline any such prepayment (collectivelypast due amounts. Notwithstanding the foregoing, the “Declined Amount”), in which case PTC124 Discontinuation shall not be deemed to have occurred (and the Declined Amount Lenders shall be retained by Issuer. Each prepayment not have the right to require Borrower to repay the Term Loans as a result of the Notes under this Section 2.2(c)(iiPTC124 Discontinuation) shall be accompanied in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by accrued interest to Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessaggregate.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred or issued by any Group Member after the principal amount of the Notes is accelerated Closing Date (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than Excluded Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 4.2(d). (ii1) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) % of such Net Proceeds, to prepay Cash Proceeds shall be applied on such date toward the Notesprepayment of the Term Loans as set forth in Section 4.2(d); provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d). (2) Notwithstanding the foregoing, to prepay the Notes extent that (together with and for so long as) any of or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable premiumlocal Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower, the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such reduction. (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the option of the Borrower, on or prior such Excess Cash Flow Application Date, toward the prepayment of the Term Loans as set forth in Section 4.2(d). All Net Proceeds from Asset Sales Each such prepayment shall be deposited made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in a Collateral Account pending repayment or reinvestment in accordance Section 7.1(a) for the fiscal year of the Borrower with respect to which such prepayment is made are required to be delivered to the terms of this Section 2.2(c). Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 4.2 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelySection 4.8 and first, the “Declined Amount”)to Base Rate Loans and, in which case the Declined Amount shall be retained by Issuersecond, to Eurodollar Loans. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer . (e) The Additional Term B-1 Commitment shall deliver to each Purchaser notice terminate upon funding on the Amendment No.1 2 Effective Date. (f) For the avoidance of each doubt, if any prepayment of Notes in whole under Section 4.2(a) made on or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment firstsix month anniversary of the Amendment No. 12 Effective Date is a Repricing Transaction, the repayment shall be made (each, a “Mandatory Prepayment Date”subject to Section 4.1(d). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. The Borrowers shall prepay the Term Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) If In the principal event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the Notes principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is accelerated continuing, within one hundred eighty (including180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not limited toexceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, upon further, that any such replaced or repaired property shall be Collateral in which the occurrence of a bankruptcy or insolvency event (including Administrative Agent for the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount benefit of the Notes, plus (ii) accrued and unpaid Lenders has been granted a security interest thereon through under the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsSecurity Documents. (ii) If on In the event any date Issuer Obligor or any Subsidiary shall receive Net Proceeds from of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Asset SalePrepayment Premium, Issuer shall apply an any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to one hundred percent (100%) % of the Net Cash Proceeds thereof received by such Net ProceedsPerson. For the avoidance of doubt, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments prepayment made pursuant to this Section 2.2(c)(ii3.03(b)(ii) shall not be payable deemed to each Purchaser be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in accordance with its respective Pro Rata Share; provided connection therewith, it being understood that any Purchaser such Event of Default may decline only be waived with the express consent of the Majority Lenders. (iii) In the event any such prepayment Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (collectively, the “Declined Amount”other than Section 9.09(j)), in which case the Declined Amount shall be retained by Issuer. Each prepayment an amount, inclusive of the Notes under this Section 2.2(c)(ii) shall be accompanied by any Prepayment Premium any accrued but unpaid interest to the date of such prepayment (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. Issuer shall deliver to each Purchaser notice For the avoidance of each doubt, any prepayment of Notes in whole or in part made pursuant to this Section 2.2(c)(ii3.03(b)(iii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from be deemed to be a consent to any Asset Sale to repay or a cure or waiver of any Junior IndebtednessEvent of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the principal amount Borrower or any of the Notes is accelerated its Restricted Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness permitted by Section 7.2 (including the acceleration of claims by operation of lawother than First Lien Refinancing Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.11(d). (iib) If on any date Issuer the Borrower or any Subsidiary of its Restricted Subsidiaries shall receive have received Net Cash Proceeds of at least $5,000,000 in the aggregate from any Asset SaleSales or Recovery Events then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof, such Net Cash Proceeds shall be applied within one Business Day of such Net Proceeds date toward the prepayment of the Term Loans as set forth in the Issuer Retention column belowSection 2.11(d); provided, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) that notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay an aggregate amount of Term Loans in an amount equal to (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by the financial statements for such fiscal year (such prepayment to be applied as set forth in Section 2.11(d) below), minus (B) solely to the extent not funded with the proceeds of Indebtedness, (x) the aggregate amount of all optional prepayments of the Term Loans pursuant to Section 2.10 or Section 2.26 made during such fiscal year (provided that with respect to any prepayment pursuant to Section 2.26, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) to the extent not otherwise deducted previously pursuant to this clause, (y) with respect to the Excess Cash Flow Period ending on December 31, 2012, the aggregate amount of all optional repayments of Revolving Loans (not to exceed the amount of Revolving Loans drawn as of the Closing Date, and only to the extent not reborrowed prior to the end of such Excess Cash Flow Period) pursuant to Section 2.10 made during such fiscal year to the extent not otherwise deducted previously pursuant to this clause (provided that in no event shall the deduction pursuant to this clause (y) exceed the lesser of (i) $12,000,000 and (ii) an amount equal to 25% of Excess Cash Flow calculated without giving effect to this clause (y)) and (z) with respect to the Excess Cash Flow Period ending on December 31, 2013 and each Excess Cash Flow Period ending thereafter, the aggregate amount of all optional repayments of Revolving Loans pursuant to Section 2.10 made during such fiscal year that are accompanied by an equivalent permanent reduction in the Revolving Commitments to the extent not otherwise deducted previously pursuant to this clause. Each such prepayment shall be made on a Collateral Account pending repayment or reinvestment date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Partial prepayments of the Term Loans pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b) first, to the terms of this Section 2.2(cnext eight installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Maturity Date). Amounts to be applied in connection with prepayments made The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.11 shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (e) Notwithstanding any other provisions of Section 2.11, to each Purchaser notice the extent any or all of each the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of Notes in whole or in part the Term Loans pursuant to Section 2.11 (provided that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (f) Notwithstanding anything to the contrary contained in this Section 2.2(c)(ii2.11, if any Term Lender shall notify the Administrative Agent (i) not less than five on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (5b) or (ii) at least one Business Days Day prior to the date such of a prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iunder Section 2.11(c) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser that it wishes to (x) decline its share of such prepayment or prepayment, such share (ythe “Declined Prepayment Amount”) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to may be retained by the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. (i) If the principal amount On each date on which Borrower or Lender actually receives a distribution of the Notes Net Proceeds, and if Lender is accelerated (includingnot obligated to make such Net Proceeds available to Borrower for a Restoration, but not limited toBorrower shall, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law))at Lender’s option, Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) prepay the outstanding principal amount balance of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply Note in an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay Proceeds together with interest that would have accrued on such amounts through the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect next Monthly Payment Date. The full amount of any such prepayment shall be applied to the percentage Components in the order specified in Section 2.3.1 and any amount of such Net Proceeds prepayment in excess of that required to pay the Debt in full and such interest shall, if any of the Senior Mezzanine Loan, the Junior A Mezzanine Loan or the Junior B Mezzanine Loan is in existence, be paid in the Issuer Retention column below, and shall apply an amount equal following order of priority: (a) first to the percentage of such Net Proceeds in the Note Repayment column belowSenior Mezzanine Loan, to prepay the Notes: and (2b) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal second to the Reinvestment Prepayment Amount with respect Junior A Mezzanine Loan and to the relevant Reinvestment Event Preferred Equity, pari passu, (c) third to prepay the Notes Junior B Mezzanine Loan and (together d) with any applicable premium)remainder being promptly remitted to Borrower. All Net Proceeds from Asset Sales No Yield Maintenance Premium or other prepayment premium or fee shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained received by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part Lender pursuant to this Section 2.2(c)(ii) not less 2.4.2 on a date other than five (5) Business Days prior a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount benefit of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall notBorrower, and shall not permit any of be applied by Lender on the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessnext Monthly Payment Date.

Mandatory Prepayments. (ia) If a Casualty Occurrence shall occur, and the principal amount of relevant Unit or Units are not timely replaced pursuant to Clause Sixteenth (d) hereof, the Notes is accelerated (includingBorrower shall pay the next installment as set forth in the relevant Note and prepay the Loan, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in product obtained by multiplying the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to aggregate unpaid principal outstanding at the date of such prepayment for all remaining Units (after deducting therefrom the principal installment, if any, due on the amount prepaid. Issuer date of such prepayment) by a fraction, the numerator of which shall deliver to each Purchaser be the number of Units for which the subject Casualty Occurrence has occurred and the denominator of which shall be the total Units. (b) The Borrower shall give Lender written notice of each mandatory prepayment of Notes in whole or in part pursuant to under this Section 2.2(c)(ii) not less Clause no later than five 10:00 a.m., New York time on the date 10 (5ten) Business Days prior before such prepayment is due. All prepayments shall be applied, pro rata, to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall scheduled installments of principal payments set forth in the respective payment schedule of each Note. (ic) Concurrently with any partial mandatory prepayment under this Clause, the Mandatory Prepayment Date, (ii) Lender agrees to cancel and deliver each Note so prepaid or partially prepaid to the Borrower in exchange for new Notes issued by the Borrower reflecting the relevant aggregate principal amount of such prepaymentNote then due, after giving effect to the applicable partial prepayment and (iii) the option new payment schedule of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessNote.

Mandatory Prepayments. (i) If Immediately upon the sale, transfer or other disposition by any Borrower of any Pool Aircraft or by Holdings or a Borrower of Equity Interests in a Non-Parent Borrower or an Intermediate Lessee (each such sale, transfer or other disposition, a “Disposition Event”), the Borrowers, or Holdings as the case may be, shall forthwith prepay an aggregate principal amount of the Notes is accelerated (including, but Outstanding ILFC Loans equal to 75% of the Net Sale Proceeds from such Disposition Event by deposit into the FRBNY Account; provided that the Borrowers shall not limited to, upon be required to prepay the occurrence Outstanding ILFC Loans following a transfer of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay any Aircraft Asset to Purchasers, payable to each Purchaser another Borrower Party in accordance with its respective Pro Rata Share, an amount equal to the sum of: (iSection 2.12(a) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsor Section 5.25. (ii) If on With respect to any date Issuer Event of Loss suffered by a Pool Aircraft, the Borrowers shall, upon the receipt of any hull insurance, condemnation or any Subsidiary shall receive Net Proceeds from any Asset Saleother proceeds in respect of such Event of Loss, Issuer shall apply prepay an aggregate principal amount of the Outstanding ILFC Loans equal to one hundred percent (100%) 75% of the net proceeds received on account of such Net Proceeds, to prepay Event of Loss by deposit into the NotesFRBNY Account; provided that,that such “net proceeds” shall not include any amounts to the extent required under the applicable Lease to be paid over to such Lessee pursuant to such Lease; (1iii) Issuer may deliver a Reinvestment Notice Concurrently with respect to the percentage removal of such Net Proceeds in any Pool Aircraft from the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment Designated Pool in accordance with Section 2.12(b) where the terms Borrower has notified the Lender Parties and the FRBNY that it does not intend to sell or otherwise dispose of this Section 2.2(c). Amounts the applicable Pool Aircraft (except to be applied the Parent Borrower or one of its Subsidiaries) or where any sale, transfer or other disposition does not result in connection with prepayments made pursuant to this Section 2.2(c)(iiany Net Sale Proceeds (unless (i) shall be payable to each Purchaser a Non-Pool Aircraft is being substituted for such Pool Aircraft in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii2.12(b) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the Supplemental Pool Aircraft are being removed from the Designated Pool in accordance with Section 2.15), the Borrowers shall prepay an aggregate principal amount of the Outstanding ILFC Loans equal to 75% of the most recent Appraised Value (which shall be deemed to be $0.00 in the case of any Pool Aircraft subject to an event described in clause (a) to the proviso of the definition of “Appraised Value”) of such Pool Aircraft by deposit into the FRBNY Account; and (iv) Upon a Change in Control the Borrowers shall prepay the Outstanding ILFC Loans in full by deposit into the FRBNY Account. If, following removal of a Pool Aircraft from the Designated Pool in the circumstances described in Section 2.07(b)(iii) (a “Removed Aircraft”), the Borrower sells such Removed Aircraft to a Person other than the Parent Borrower or one of its Subsidiaries within three months of such removal, the Borrowers shall promptly make additional prepayment in respect of the aggregate amount of such prepaymentOutstanding ILFC Loans equal to 75% of the excess, and (iii) if any, of the option of each Purchaser to (x) decline its share Net Sale Proceeds over the Appraised Value of such prepayment or Removed Aircraft as if such Removed Aircraft were subject to clause (yb)(i) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessabove.

Mandatory Prepayments. (a) The Borrowers shall repay the Term Loan in full in cash and pay all other non-contingent monetary Obligations that are then due and payable on the Maturity Date. (b) The Borrowers shall prepay the Term Loan, in whole or in part, and pay all accrued but unpaid interest on the portion so prepaid, on a pro rata basis among the Lenders in accordance with their respective Pro Rata Shares of the Term Loan on the date that any Borrower receives the Net Cash Proceeds from (i) If the principal amount sale of any Designated Collateral, or (ii) any casualty insurance proceeds with respect to any Designated Collateral to the Notes is accelerated (includingextent such casualty insurance proceeds are not used to rebuild, but not limited toreconstruct, upon or replace the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser affected Designated Collateral in accordance with its respective Pro Rata Sharethe terms of the applicable Mortgage, or (iii) any eminent domain, condemnation or similar taking with respect to any Designated Collateral, in each case, other than in connection with the sale or other disposition of the Headquarters Property, in an amount equal to 100% of the Net Cash Proceeds received, and in connection with the sale or other disposition of the Headquarters Property, an amount equal to the sum of: first $5,000,000 of Net Cash Proceeds received upon the sale or other disposition thereof. Each mandatory prepayment of the Term Loan made pursuant to this Section 3.1(b) shall be applied first to any Base Rate Loans until paid in full, then to any LIBOR Rate Loans until paid in full. (c) In conjunction with each mandatory prepayment of the Term Loan required pursuant to (i) Sections 3.1(a) and (b) hereof, the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicableBorrowers shall pay to each Lender, with respect to any past LIBOR Rate Loan prepaid, the amounts due amounts. under Section 4.4, if any, and (ii) If on any date Issuer or any Subsidiary Section 3.1(b) hereof, the Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal pay to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver each Lender a Reinvestment Notice with respect to the percentage of such Net Proceeds mandatory prepayment fee in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Adjusted Applicable Prepayment Date, Issuer shall apply an amount equal Premium corresponding to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such required mandatory prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessamount.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds (or, if such day is not a Business Day, the immediately succeeding Business Day), if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingapplicable Individual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Lender shall apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer however, if an Event of Default has occurred and is continuing, Lender may deliver a Reinvestment Notice with respect to the percentage of apply such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds Debt (until paid in the Note Repayment column below, to prepay the Notes: and (2full) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with in any applicable premium)order or priority in its sole discretion. All Net Proceeds from Asset Sales No yield maintenance premium or other premium shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any partial prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.2 shall be accompanied applied by accrued interest to Lender in such order and priority as Lender shall determine in its sole and absolute discretion. (b) On the date of on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 6.4(f) hereof, such prepayment tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate outstanding principal amount of the Loan being prepaid through the last day of the month within which such prepaymenttender occurs, and (iiib) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior any other sums due hereunder relating to the Mandatory Prepayment DateLoan. Issuer No yield maintenance or other premium shall not, and shall not permit be due in connection with any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCasualty/Condemnation Prepayment.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds (or, if such day is not a Business Day, the immediately succeeding Business Day), if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingapplicable Individual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited toBorrower authorizes Lender, upon the occurrence at Lender’s option, to apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer however, if an Event of Default has occurred and is continuing, Lender may deliver a Reinvestment Notice with respect to the percentage of apply such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds Debt (until paid in the Note Repayment column below, to prepay the Notes: and (2full) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with in any applicable premium)order or priority in its sole discretion. All Net Proceeds from Asset Sales No yield maintenance premium or other premium shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any partial prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.2 shall be accompanied applied by accrued interest to Lender in such order and priority as Lender shall determine in its sole and absolute discretion. (b) On the date of on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 6.4(e) hereof, such prepayment tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate outstanding principal amount of the Loan being prepaid through the last day of the month within which such prepaymenttender occurs, and (iiib) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior any other sums due hereunder relating to the Mandatory Prepayment DateLoan. Issuer No yield maintenance or other premium shall not, and shall not permit be due in connection with any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCasualty/Condemnation Prepayment.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be issued or incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.12(d). (iib) If Subject to Section 2.12(e), if on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event, Issuer which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Cash Proceeds in the Issuer Retention column belowexcess of $40,000,000, and shall apply an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on such date of receipt toward the percentage prepayment of such Net Proceeds the Term Loans as set forth in the Note Repayment column belowSection 2.12(d); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(d). . (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.18(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Issuer shall deliver to each Purchaser notice Any amount that is excluded from the calculation of each prepayment of Notes Net Cash Proceeds in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.12(e)(i) will not less be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days prior after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the date such prepayment extent that a Reinvestment Notice has been or shall be made validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (eachii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, a “Mandatory Prepayment Date”in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Such notice Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall set forth prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the Mandatory Prepayment Dateaggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the aggregate amount Total Revolving Extensions of such prepaymentCredit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (iiiincluding the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Total Revolving Commitments for two consecutive Business Days prior to thereafter, then on such second Business Day thereafter, the Mandatory Prepayment Date. Issuer shall notBorrowers shall, and shall not permit any without notice or demand, immediately repay such of the Subsidiaries tooutstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, use after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessRevolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (i) If at any time the principal amount outstanding balance of the Notes is accelerated Revolving Credit Loan exceeds the lesser of (includingA) the Maximum Amount and (B) the Borrowing Base, but not limited toless, upon in each case, the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law))outstanding Swing Line Loan at such time, Issuer Borrower shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal repay the aggregate outstanding Revolving Credit Advances to the sum of: (i) the outstanding principal amount extent required to eliminate such excess. If any such excess remains after repayment in full of the Notesaggregate outstanding Revolving Credit Advances, plus (ii) accrued and unpaid interest thereon through Borrower shall provide cash collateral for the prepayment date, plus (iii) all other Letter of Credit Obligations that are due and payable, including Purchasers’ Expenses and interest at in the Default Rate, if applicable, with respect manner set forth in Annex F to any past due amountsthe extent required to eliminate such excess. (ii) If on Immediately upon receipt by any date Issuer or Loan Party of any Subsidiary Net Proceeds, Borrower shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Loans in an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of all such Net Proceeds in excess of $10,000,000 in the Issuer Retention column aggregate. Net Proceeds, for purposes of this Section 1.2(b)(ii) shall include condemnation proceeds, but shall exclude (a) Net Proceeds of asset dispositions permitted by Section 6.8(i) and (b) in the absence of an Event of Default, Net Proceeds of (x) the Snorkel Sale and (y) the Dispositions; provided, however, that in the case of the Dispositions occurring prior to the repayment in full of the Senior Notes, if Net Borrowing Availability (prior to taking into effect the repayment in full of the Senior Notes) does not exceed $40,000,000 at such time, Borrower shall deposit such Net Proceeds thereof in an escrow account on terms acceptable to the Agent for the purposes of satisfying its payment obligations under the Senior Notes (with any excess Net Proceeds being released to Borrower after repayment in full of the Senior Notes). Any such prepayment shall be applied in accordance with clause (c) below. (iii) Upon the occurrence and during the continuance of an Event of Default or if the Net Borrowing Availability (prior to taking into effect the repayment in full of the Senior Notes) does not exceed $40,000,000, and Borrower shall apply prepay the Loans in an amount equal to all proceeds from the percentage sale or issuance of equity or debt securities no later than the Business Day following the date of receipt of such Net Proceeds proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below. (iv) From January 1, 2001 until the Note Repayment column belowTermination Date, to Borrower shall prepay the Notes: and Obligations on the earlier of the date which is ten (210) notwithstanding days after (A) the foregoingdate on which Borrower's annual audited Financials for the immediately preceding Fiscal Year are delivered pursuant to Annex D or (B) the date on which such annual audited Financials were required to be delivered pursuant to Annex D, on each Reinvestment Prepayment Date, Issuer shall apply in an amount equal to twenty-five percent (25%) of Excess Cash Flow for the Reinvestment Prepayment Amount with respect immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to the relevant Reinvestment Event to prepay the Notes this clause (together with any applicable premium). All Net Proceeds from Asset Sales iv) shall be deposited in a Collateral Account pending repayment or reinvestment applied in accordance with the terms of this Section 2.2(c)clause (c) below. Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any Each such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to a certificate signed by a Responsible Officer of Borrower certifying the date of such manner in which Excess Cash Flow and the resulting prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment were calculated, which certificate shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, in form and (iii) the option of each Purchaser substance satisfactory to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessAgent.

Mandatory Prepayments. (i) If any Indebtedness shall be incurred by the principal amount Company or any of the Notes is accelerated its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.01), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within five Business Days of the receipt of such Net Cash Proceeds toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.13(c)(iii). (ii) If on any date Issuer the Company or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof within five Business Days of the receipt of such Net Cash Proceeds, an amount equal to one hundred percent (100%) % of such Net ProceedsCash Proceeds shall be applied within ten Business Day following receipt thereof toward the prepayment of the Term Loans; provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans. For the avoidance of doubt, the parties hereto acknowledge and agree that the Net Cash Proceeds from the Company’s sale of Xxxxxx May Confections Brands, Inc. (including its subsidiaries, Xxxxxx May Confections, Inc. and Xxxxx London Candies, Inc.), which would otherwise have been required to be applied to make a prepayment of the Existing Term Loans under the Existing Credit Agreement unless reinvested as provided therein, shall not be required to be applied to prepay the Notes (together with any applicable premium). All Term Loans and such Net Cash Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment deemed to have been reinvested in accordance with the terms of this Section 2.2(c). provisions hereof. (iii) Amounts to be applied in connection with prepayments made shall be applied to the prepayment of the Term Loans in accordance with Section 2.20. The application of any prepayment pursuant to this Section 2.2(c)(ii2.13(c) shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.13(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each Each prepayment of Notes the Term Loans in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.13(c) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) applied to installments thereof in the Mandatory Prepayment Date, (ii) the aggregate amount inverse order of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessmaturity.

Mandatory Prepayments. (a) Upon receipt by Holdings, the Borrower or any of their respective Subsidiaries of Net Cash Proceeds arising (i) If from an Asset Sale or Property Loss Event, the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Loans (or provide cash collateral in accordance with its respective Pro Rata Share, respect of Letters of Credit) in an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notessuch Net Cash Proceeds, plus (ii) accrued and unpaid interest thereon through from a Debt Issuance not permitted by Section 8.1 (Indebtedness), the prepayment date, plus Borrower shall immediately prepay the Loans (iiior provide cash collateral in respect of Letters of Credit) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply in an amount equal to one hundred percent (100%) % of such Net ProceedsCash Proceeds and (iii) from an Equity Issuance, to the Borrower shall immediately prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Loans in the Issuer Retention column below, and shall apply an amount equal to the percentage 75% of such Net Proceeds Cash Proceeds; provided, however, that in the Note Repayment column belowcase of any Net Cash Proceeds arising from a Reinvestment Event, to the Borrower shall prepay the Notes: and Loans (2or provide cash collateral in respect of Letters of Credit) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to the relevant such Reinvestment Event and, pending application of such proceeds as specified in the Reinvestment Notice, shall pay the same to prepay the Notes (together with any applicable premium)Administrative Agent to be held in a Cash Collateral Account. All Net Proceeds from Asset Sales Any such mandatory prepayment shall be deposited in a Collateral Account pending repayment or reinvestment applied in accordance with clause (b) below. (b) Any prepayments made by the terms of this Section 2.2(c). Amounts Borrower required to be applied in connection accordance with prepayments made pursuant to this Section 2.2(c)(iiclause (b) shall be payable applied as follows: first, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. Notwithstanding the preceding sentence, if no Event of Default or Default has occurred and is continuing, amounts which would otherwise be applied to outstanding Eurodollar Rate Loans (plus any amount necessary to pay interest which will accrue on such Eurodollar Rate Loan) will be held by the Administrative Agent in the Cash Collateral Account and applied to each Purchaser outstanding Eurodollar Rate Loan on the last day of its Interest Period. (c) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceed the Maximum Credit at such time, the Borrower shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in accordance with its respective Pro Rata Share; provided that any Purchaser may decline an amount equal to such excess. If any such prepayment (collectivelyexcess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, the “Declined Amount”Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (d) Upon the occurrence of a Change of Control the Borrower shall immediately prepay all Obligations in full (or with respect to outstanding Letters of Credit Obligations immediately provide cash collateral in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such Letter of Credit Obligations) (e) The Borrower hereby irrevocably waives the right to direct the application of all funds in the Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and agrees that the Administrative Agent may and, upon the written direction of the Requisite Lenders, shall, except as provided in Section 2.13(f) (Payments and Computations), apply all payments in which case respect of any Obligations and all available funds in the Declined Amount shall be retained by Issuer. Each prepayment Cash Collateral Account on a daily basis as follows: first, to repay the outstanding principal amount of the Notes under this Section 2.2(c)(ii) Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall be accompanied by accrued interest have been repaid in full; and then to any other Obligation then due and payable. The Administrative Agent agrees so to apply such funds and the date Borrower consents to such application. If, following such application, there are no Loans outstanding and no other Obligations that are then due and payable (and, during the continuance of such prepayment on an Event of Default, cash collateral has been provided in the amount prepaid. Issuer of 105% of all outstanding Letter of Credit Obligations), then the Administrative Agent shall deliver cause any remaining funds in the Cash Collateral Account to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to be paid at the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any written direction of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. (ia) If On the principal amount of next occurring Payment Date following the Notes date on which Lender shall receive any Net Proceeds Prepayment that Lender is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay entitled to Purchasers, payable to each Purchaser apply in accordance with its respective Pro Rata Sharethis Section 2.4.2 and not otherwise make available or deliver to Borrower pursuant to Section 6.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds Prepayment as a prepayment of all or a portion of the Outstanding Loan Amount in an amount equal to the sum of: (i) the outstanding principal amount aggregate of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply Prepayment up to an amount equal to the percentage of such Net Proceeds in Release Amount for the Note Repayment column belowaffected Individual Property, to prepay the Notes: and (2) notwithstanding following a Rated Securitization of the foregoingLoan, all Additional Interest with respect to the portion of the Loan subject to such Rated Securitization and (3) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article VI hereof, excluding any Breakage Costs (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by Lender as a Mortgage Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (3) above and then to the amounts set forth in clauses (1) and (2) on each Reinvestment a pro rata and pari passu basis. Except during the continuance of an Event of Default, any Net Proceeds Prepayment Datein excess of the Mortgage Mandatory Prepayment Amount applied pursuant to this Section 2.4.2 shall be applied as follows: (A) first, Issuer shall apply to the Mezzanine Lender, in an amount equal to the Reinvestment Mezzanine Mandatory Prepayment Amount with respect Amount, to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment applied in accordance with the terms Mezzanine Loan Documents and (B) lastly, to Borrower. During the continuance of this Section 2.2(c)an Event of Default, Lender may apply such Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Lender may determine in its sole discretion. Amounts to No Spread Maintenance Premium or other premium or penalty shall be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii2.4.2. The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any other Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (i) a release of the Individual Property if (A) at any time the Release Amount is reduced to zero, together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (B) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (ii) a release of the portion of an Individual Property that is subject to a Condemnation. (b) As provided in Section 6.4(f) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 6.4(f) shall be payable in the amount of the Release Amount in respect of the applicable Individual Property. No Spread Maintenance Premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (c) In connection with any release under this Section 2.4.2, in the event that such release would result in an Individual Borrower being an Unencumbered Borrower (but subject at all times to each Purchaser the penultimate sentence of Section 2.6.1(f)), such Unencumbered Borrower shall automatically be released by Lender from the obligations of the Loan Documents in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.6.1(f), in except with respect to those obligations and liabilities which case expressly survive the Declined Amount shall be retained by Issuer. Each prepayment repayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part Loan pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior any Loan Document. Lender agrees to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth deliver (i) a UCC-3 financing statement termination or amendment releasing Lender’s security interest in the Mandatory Prepayment Datecollateral pledged to Lender relating to each Unencumbered Borrower, and (ii) instruments executed by Lender reasonably necessary to evidence the aggregate amount of such prepayment, and (iii) the option release or cancellation of each Purchaser to (x) decline Unencumbered Borrower from its share of obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts release shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessbe paid by Borrower.

Mandatory Prepayments. (ia) If No later than the principal amount third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale (other than Asset Sales permitted under Sections 6.05(b)(i) or (b)(ii), the Borrower shall apply 100% of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay Net Cash Proceeds received with respect thereto to Purchasers, payable to each Purchaser make prepayments in accordance with its respective Pro Rata ShareSection 2.13(d); provided that, an amount equal to so long as no Event of Default shall have occurred and be continuing, no prepayments shall be required from (and the sum of: (iamounts in the preceding sentence shall not include) the outstanding principal amount Net Cash Proceeds of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Ratesuch Asset Sale, if applicablethe Borrower reinvests such Net Cash Proceeds in like assets, with respect to any past due amountsfinancial assets, or other financial services investment strategies within 365 days of its receipt of such Net Cash Proceeds. (iib) If on any date Issuer In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of the Borrower or any Asset SaleSubsidiary (other than a Fund GP, Issuer shall with respect to the incurrence of Indebtedness by a Fund or a Fund Related Entity, and other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or such Subsidiary, apply an amount equal to one hundred percent (100%) % of such Net Proceeds, Cash Proceeds to prepay the Notes; provided that,make prepayments in accordance with Section 2.13(d). (1c) Issuer may deliver a Reinvestment Notice In the event that the Borrower receives any Specified Equity Contribution permitted pursuant to Section 6.17, the Borrower shall, substantially simultaneously with respect to (and in any event not later than the percentage Business Day next following) the receipt of such Net Proceeds in the Issuer Retention column belowSpecified Equity Contribution, and shall apply an amount equal to the percentage 100% of such Net Proceeds in the Note Repayment column below, Specified Equity Contribution to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment make prepayments in accordance with the terms of this Section 2.2(c2.13(d). . (d) Amounts to be applied in connection with prepayments made pursuant to clauses (a) and (c) of this Section 2.2(c)(ii2.13 shall (i) shall be payable applied to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Term Loans and the Other Term Loans, (ii) be allocated pro rata between the Term Loans and the Other Term Loans and (iii)(A) with respect to the Term Loans, be applied, first, to the next succeeding four scheduled installments of principal due in respect of the Term Loans under Section 2.11 in direct order of maturity and, thereafter, pro rata to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 and (B) with respect to the Other Term Loans, be applied pursuant to the applicable Incremental Term Loan Assumption Agreements or, if the applicable Incremental Term Loan Assumption Agreement does not provide for the manner of such application, pursuant to the preceding clause (A), mutatis mutandis. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.2(c)(ii2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than 1:00 p.m. New York City time at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (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 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 such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesspayment.

Mandatory Prepayments. (ia) If on any date the principal amount Borrower shall receive any distribution or dividend from any Foreign Subsidiary of the Notes is accelerated (includingBorrower, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Sharethen, an amount equal to 100% of such distribution or dividend less the sum of: amount of taxes payable or reasonably estimated by the Borrower to be payable as a result of such repatriation shall be applied on such date to the prepayment of the Loans as set forth in Section 2.6(c); provided that no such mandatory prepayment shall be required under this Section 2.6(a) if the distribution or dividend is (i) made in the outstanding principal amount ordinary course of the Notes, plus business or (ii) accrued and unpaid interest thereon through the prepayment date, plus an intercompany payment (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsrepayments of receivables or intercompany debt). (iib) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSpecified Debt Incurrence or Specified Equity Issuance, Issuer shall apply an amount equal to one hundred percent (100%) % of such Net Proceeds, Cash Proceeds shall be applied on such date to prepay the Notesprepayment of the Loans as set forth in Section 2.6(c); provided that, that no such mandatory prepayment shall be required under this Section 2.6(b) (1i) Issuer may deliver a Reinvestment Notice with respect to the percentage incurrence of such Net Proceeds in any Specified Debt Incurrence constituting Indebtedness secured by a Lien, (ii) from the Issuer Retention column below, proceeds from any offering of the Permitted Senior Unsecured Notes and shall apply an amount equal (iii) to the percentage of extent any such Net Proceeds proceeds are applied pursuant to any equivalent mandatory prepayment requirements under the Senior Secured Credit Facility (such election under this clause (iii) to be made by the Borrower in the Note Repayment column below, to prepay the Notes: andits sole discretion). (2c) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.6 shall be payable applied to each Purchaser the prepayment of the Loans in accordance with its respective Pro Rata Share; provided that Section 2.12(b). The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount pursuant to this Section 2.6 shall be retained by Issuermade on a pro rata basis to the then outstanding Loans being repaid irrespective of whether such outstanding Loans are ABR Loans or Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.6 shall be accompanied by accrued and unpaid interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (a) Upon receipt by the Borrower or any of its Subsidiaries of (i) If (x) Net Cash Proceeds arising from any Disposition, Involuntary Disposition, Debt Issuance or (y) without duplication, Extraordinary Receipts, in each case, the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Loans (or Cash Collateralize the Letters of Credit) in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts.such Net Cash Proceeds or (ii) If on any date Issuer or any Subsidiary shall receive Net Cash Proceeds arising from any Asset SaleEquity Issuance, Issuer the Borrower shall apply immediately prepay the Loans (or Cash Collateralize the Letters of Credit) in an amount equal to one hundred percent (100%) 50% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance with clause (c) below; provided, however, that: (A) no Net Cash Proceeds of any Equity Issuance or any Debt Issuance shall be applied to prepay the Notes; provided that,Loans to the extent that such Net Cash Proceeds are required to prepay the Senior Bridge Loans pursuant to the Senior Bridge Credit Agreement or to redeem or purchase any Exchange Securities (if issued) pursuant to the Exchange Indenture; (1B) Issuer no Net Cash Proceeds of any Equity Issuance shall be required to be applied to prepay the Loans to the extent that they are directly applied by the Borrower to repay, redeem or purchase any Senior Subordinated Notes or other Subordinated Indebtedness; provided, however, that such Net Cash Proceeds may deliver only be so applied pursuant to this clause (B) if, immediately after giving effect to such repayment, redemption or purchase, the Consolidated Total Leverage Ratio shall be less than 4.50:1; (C) in the case of any Net Cash Proceeds arising from any (I) Equity Issuance made to finance a Permitted Acquisition, (II) Disposition or (III) Involuntary Disposition, (X) if the Borrower shall have delivered a Reinvestment Notice with respect to such Net Cash Proceeds, no prepayment shall be required under this Section 2.08(a) with respect to the percentage Net Cash Proceeds of such Net Proceeds in Reinvestment Event until the Issuer Retention column below, applicable Reinvestment Prepayment Date and shall apply an amount equal to (Y) on the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each applicable Reinvestment Prepayment Date, Issuer the Borrower shall apply prepay the Loans (or Cash Collateralize the Letters of Credit) in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to the relevant such Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales Event, which mandatory prepayment shall be deposited in a Collateral Account pending repayment or reinvestment applied in accordance with clause (c) below; (D) the terms of Borrower shall not be required to make a prepayment pursuant to this Section 2.2(c2.08(a) with the Net Cash Proceeds arising from the Disposition or Involuntary Disposition of any Property that is subject to (I) a HUD Financing or (II) other Indebtedness that is secured by a Lien on such Property that is prior to the Lien of the Collateral Agent, in each case to the extent that the Borrower or the applicable Subsidiary is required pursuant to the documentation governing such HUD Financing or other Indebtedness to apply such Net Cash Proceeds to prepay such HUD Financing or other Indebtedness; and (E) nothing in this Section 2.08 shall be construed to permit (or be a consent to) the issuance or incurrence of any Indebtedness or Equity Securities, the Disposition of any Property or the Involuntary Disposition of any Property that is not, in any such case, otherwise permitted by this Agreement. (b) The Borrower shall prepay the Loans within 95 days after the last day of each fiscal year commencing with the fiscal year ending on or about December 31, 2006, in an amount equal to 50% of Excess Cash Flow for such fiscal year; provided, however, that (x) if the Consolidated Total Leverage Ratio is less than 4.5:1.00 as of the last day of the four fiscal quarter period most recently ended, such percentage shall be reduced to 25% and (y) if the Consolidated Total Leverage Ratio is less than 3.5:1.00 as of the last day of the four fiscal quarter period most recently ended, such percentage shall be reduced zero. Any such mandatory prepayment shall be applied in accordance with clause (c) below. (c) Subject to the provisions of Section 2.13(g) (Payments and Computations). Amounts , any prepayments made by the Borrower required to be applied in connection accordance with this clause (c) shall be applied as follows: first, other than in respect of prepayments made with the Net Cash Proceeds of a Reinvestment Event (but including the Net Cash Proceeds of a Reinvestment Event on the applicable Reinvestment Prepayment Date), to repay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; second, to repay the outstanding principal balance of the Swing Line Loans until such Swing Line Loans shall have been repaid in full; third, solely in the case of any prepayments made by the Borrower with the Net Cash Proceeds of any Disposition or Involuntary Disposition, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, to Cash Collateralize any L/C Obligations in the manner set forth in Section 9.03 (Actions in Respect of Letters of Credit) until all such L/C Obligations have been fully Cash Collateralized in the manner set forth therein. All repayments of the Term Loans made pursuant to this Section 2.2(c)(iiclause (c) shall be payable applied to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any reduce ratably the remaining installments of such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment outstanding principal amounts of the Notes under this Section 2.2(c)(ii) shall Term Loans in the inverse order of their maturities. All repayments of Revolving Loans and Swing Line Loans required to be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part made pursuant to this Section 2.2(c)(iiclause (c) not less than five (5) Business Days prior shall result in a permanent reduction of the Revolving Credit Commitments to the date extent provided in Section 2.05(b) (Reduction and Termination of the Commitments); provided, however, that, if such repayment was made from the Net Cash Proceeds of a Reinvestment Event, the Aggregate Revolving Credit Commitments shall not be reduced by such prepayment shall be made (eachto the extent of the Reinvestment Deferred Amount of such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory on such Reinvestment Prepayment Date, the Aggregate Revolving Credit Commitments shall be reduced only to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; and provided, further, that, upon the occurrence of any Default or Event of Default on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, the Aggregate Revolving Credit Commitments shall be reduced by the entire Reinvestment Deferred Amount corresponding to such Reinvestment Event. (iid) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the Aggregate Revolving Credit Commitments at such prepaymenttime, the Borrower shall forthwith prepay the Swing Line Loans first and (iii) then the option of each Purchaser Revolving Loans then outstanding in an amount equal to (x) decline its share of such prepayment or (y) accept Declined Amountsexcess. Any Purchaser that wishes to exercise its option to decline If any such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any excess remains after repayment in full of the Subsidiaries toaggregate outstanding Swing Line Loans and Revolving Loans, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessthe Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 9.03 (Actions in Respect of Letters of Credit).

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer TWTC, the Borrower or any Subsidiary shall receive Net Cash Proceeds in excess of $20,000,000 from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied, pursuant to Section 2.12(b), toward the prepayment of the Term Loan B Loans of each Term Loan B Lender that accepts an offer of such prepayment as set forth in Section 2.12(b). If a Reinvestment Notice has been delivered with respect to a Reinvestment Event, then on the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each relevant Reinvestment Prepayment Date, Issuer shall apply Date an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event shall be applied toward the prepayment of the Term Loan B Loans of each Term Loan B Lender that accepts an offer of such prepayment as set forth in Section 2.12(b). Any prepayments of the Term Loan B Loans of each Term Loan B Lender that accepts an offer of such prepayment shall be made prior to the time when the Borrower is required to make an “Offer to Purchase” (as defined in the 2014 Senior Note Indenture) pursuant to Section 4.11(c) of the 2014 Senior Note Indenture. (b) With respect to the amount of any mandatory prepayment described in Section 2.12(a) (such amount, the “Term Loan B Prepayment Amount”), the Borrower will, on the date specified in Section 2.12(a) for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Loan B Lender a notice (each, a “Prepayment Option Notice”). As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Loan B Lender a Prepayment Option Notice, which shall be in the form of Exhibit I-1, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 5 Business Days after the date of the Prepayment Option Notice, the relevant Reinvestment Event Term Loan B Loans of such Term Loan B Lender by an amount equal to the portion of the Term Loan B Prepayment Amount indicated in such Term Loan B Lender’s Prepayment Option Notice as being applicable to such Term Loan B Lender’s Term Loan B Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the Administrative Agent for the account of the relevant Term Loan B Lenders the aggregate amount necessary to prepay that portion of the Notes (together with any applicable premium). All Net Proceeds from Asset Sales outstanding relevant Term Loan B Loans in respect of which such Term Loan B Lenders have accepted prepayment as described above and the Borrower shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with entitled to retain the terms remaining portion of this Section 2.2(c). the Term Loan B Prepayment Amount not accepted by the relevant Term Loan B Lenders. (c) Amounts to be applied in connection with prepayments made as so accepted by the Term Loan B Lenders pursuant to this Section 2.2(c)(ii2.12(b) shall be payable applied to each Purchaser the prepayment of the Term Loan B Loans in accordance with its respective Pro Rata Share; provided that Section 2.18(c). The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount pursuant to Section 2.12 shall be retained by Issuermade, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Notes Term Loan B Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. The DIP Loans shall be subject to mandatory prepayments upon certain events to be agreed between the Borrowers and the Required DIP Lenders (including without limitation (a) with the net cash proceeds in excess of $2,000,000 from sales or other dispositions of any assets of Xxxxxxx Parent or any of its subsidiaries (other than certain Permitted Asset Sales to be defined in a manner consistent with the credit agreement governing the Prepetition Term Loan), (b) insurance and condemnation proceeds in respect of DIP Collateral (with customary reinvestment periods) and (c) upon the incurrence of indebtedness not permitted by the DIP Loan Documents (as defined below)). Notwithstanding the foregoing, each DIP Lender that has executed the Backstop Commitment Agreement shall have the right to decline its allocated portion of any voluntary or mandatory prepayment). For the avoidance of doubt, (i) If the principal amount Debtors may, in their sole discretion, prepay (without penalty) and replace the portion of the Notes is accelerated DIP Loan held by any DIP Lender that does not execute and perform under the Backstop Commitment Agreement, and (ii) the Secured DIP Lenders and the Unsecured DIP Lenders that have executed the Backstop Commitment Agreement may agree to replace the portion of the DIP Loan held by any DIP Lender that does not execute and perform under the Backstop Commitment Agreement, as set forth in greater detail in the Restructuring Term Sheet; provided that, in any case, the right to provide any such replacement of any DIP Lender’s portion of DIP Loans shall be offered first to other DIP Lenders within the same Supporting Class before being offered to DIP Lenders of the other Supporting Class. Conversion/Payment upon Exit Upon the Effective Date, all outstanding DIP Facility claims (including, but not limited towithout limitation, all accrued interest, fees, expenses and other amounts) held by each DIP Lender shall be satisfied and discharged in full in exchange for an agreed-upon percentage (which agreement shall be as set forth in the occurrence of a bankruptcy restructuring term sheet (as the same may be amended or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser modified in accordance with its respective Pro Rata Shareterms, an amount equal the “Restructuring Term Sheet”) attached to the sum of: amended and restated restructuring support agreement dated June 26, 2019 (ithe “New RSA”) unless the outstanding principal amount New RSA is no longer in effect) of the Notes, plus equity of Xxxxxxx Parent (iithe “Equity Conversion”) accrued and unpaid interest thereon through at an agreed-upon discount (which discount shall be the prepayment date, plus (iiidiscount set forth in the Restructuring Term Sheet unless the New RSA is no longer in effect) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds equity value (which equity value shall be the equity value set forth in the Issuer Retention column belowRestructuring Term Sheet unless the New RSA is no longer in effect), which exchange ratio, discount and equity value shall apply an amount equal be acceptable to the percentage of such Net Proceeds Required DIP Lenders. The Equitization Consent Fee (as defined in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(iiRestructuring Term Sheet) shall be payable to each Purchaser in accordance with its respective Pro Rata ShareDIP Lender that executes the Backstop Commitment Agreement and shall be fully earned upon the Bankruptcy Court’s entry of the DIP Order and payable upon the earlier of the DIP Maturity Date and the termination of the New RSA; provided that any Purchaser may decline any such prepayment (collectivelythat, if the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment maturity of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days DIP Facility is accelerated prior to the effective date such prepayment of the Plan, the Equitization Consent Fee shall be made payable to each such DIP Lender in cash in an amount equal to 5% of the amount of the funded DIP Facility within three (each3) business days following such acceleration; provided, further, that no Equitization Consent Fee shall be due or payable to any DIP Lenders if the New RSA is terminated as the result of a “Mandatory Prepayment Date”). Such notice failure by the Supporting Noteholders to execute the Backstop Commitment Agreement with respect to 100% of the Backstop Commitments; and provided, further, that no Equitization Consent Fee shall set forth be due or payable to any DIP Lender if (i) such DIP Lender does not fund its commitments under the Mandatory Prepayment DateDIP Commitment Letter or does not execute, and fund its commitments under, the Backstop Commitment Agreement, (ii) there is a default under the aggregate amount of Backstop Commitment Agreement or (iii) such prepaymentother DIP Leader otherwise breaches or causes a default under the New RSA, in each case in the foregoing clause (i), (ii) and (iii), which breach or default results in the termination of the New RSA. DIP Collateral The DIP Facility will be granted: (a) By the option consent of the lenders thereto (which, for the avoidance of doubt, shall be deemed withdrawn and not provided if the New RSA is terminated), first priority priming senior liens on the Prepetition Term Loan Collateral, the collateral securing the Secured Notes, in each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior case to the Mandatory Prepayment Dateextent held by a Debtor Obligor; (b) First priority senior liens on all other present and after-acquired unencumbered property or other property otherwise not subject to validly perfected liens (whether tangible, intangible, real, personal or mixed and wherever located) of the Debtor Obligors, including without limitation proceeds of avoidance actions and the DIP Loan Disbursement Account (as defined below); (c) Junior liens on (i) all Prepetition Term Loan Collateral held by a non-Debtor Obligor and (ii) all collateral that is subject to validly perfected liens as of the date of filing of the Chapter 11 Cases permitted under the Prepetition Term Loan and the Secured Notes, including collateral securing the equipment financing facilities other than the Xxxxxxx U.S. Leasing LLC (“BULL”) equipment financing facility (collectively with the collateral set forth in subclause (i) and clauses (a) and (b) above, the “DIP Collateral”); and (d) Superpriority administrative expense claims against all Debtors, subject to the Carve-Out (the “DIP Superpriority Claims”). Issuer Notwithstanding the foregoing, the DIP Facility shall notbe subject to the Carve-Out (as defined below) in all respects; and the liens on the DIP Collateral shall be junior and subordinate to the Carve-Out. Equipment Facility Lenders means Lombard plc, PK Air Finance, and shall not permit any Macquarie. All of the Subsidiaries liens securing the DIP Facility described herein shall, to the fullest extent permitted by applicable law and bankruptcy jurisdiction, be effective and perfected upon entry of the DIP Order (except as expressly provided herein) and without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements or other agreements. Notwithstanding the foregoing, the Company shall take all actions necessary, desirable and/or requested by the DIP Agent or DIP Lenders to create and perfect all liens in the collateral securing the DIP Facility in each jurisdiction in which the DIP Order is not applicable, subject to the Documentation Principles. In addition, with respect to the DIP Facility, the DIP Order will provide for waivers of section 506(c), section 552(b)’s equities of the case exception, and any right to apply the equitable doctrine of marshaling, among other customary terms and provisions. Adequate Protection As adequate protection for the holders of the Secured Notes and the Prepetition Term Lenders during the bankruptcy proceedings (in addition to, use any Net Proceeds received from any Asset Sale and not in limitation of, the adequate protection provided under the Final Cash Collateral Order), under the DIP Order the Company will provide an adequate protection package equivalent to repay any Junior Indebtednessthat set forth in the Final Cash Collateral Order attached as Exhibit B to the Restructuring Term Sheet.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts[Reserved]. (ii) [Reserved]. (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply the Administrative Agent notifies the Borrower that the Revolving Credit Exposure at such time exceeds an amount equal to one hundred percent (100%) % of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Revolving Credit Commitments then in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and effect within two (2) notwithstanding Business Days after receipt of such notice, the foregoing, on each Reinvestment Prepayment Date, Issuer Borrower shall apply prepay Revolving Credit Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such amount outstanding as of such date of payment to an amount equal not to exceed 100% of the Reinvestment Prepayment Amount with Revolving Credit Commitments. (viii) [Reserved]. (ix) With respect to each prepayment of Revolving Credit Loans and Extended Revolving Credit Loans elected by the relevant Reinvestment Event Borrower pursuant to prepay Section 2.05(a), the Notes Borrower may designate (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with i) the terms Class and Types of this Section 2.2(c). Amounts Loans that are to be applied in connection with prepayments prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Credit Loans or Extended Revolving Credit Loans to be prepaid; provided that (x) Eurocurrency RateTerm SOFR Loans may be designated for prepayment pursuant to this Section 2.2(c)(ii2.05(b) only on the last day of an Interest Period applicable thereto unless all Eurocurrency RateTerm SOFR Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided applied pro rata among such Loans of such Class (except that any Purchaser may decline any prepayment made in connection with a reduction of the Commitments of such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount Class pursuant to Section 2.06 shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment applied pro rata based on the amount prepaid. Issuer shall deliver to each Purchaser notice of the reduction in the Commitments of such Class of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”applicable Lender). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, ; and (iiiz) notwithstanding the provisions of the preceding clause (y), at the option of each Purchaser the Borrower, no prepayment made pursuant to (xSection 2.05(a) decline its share of such prepayment Revolving Credit Loans or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts Extended Revolving Credit Loans shall notify Issuer not later than three (3) Business Days prior be applied to the Mandatory Prepayment DateLoans of any Defaulting Lender. Issuer shall notIn the absence of a designation by the Borrower as described in the preceding sentence, and shall not permit the Administrative Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any of payments required to be made by the Subsidiaries to, use any Net Proceeds received from any Asset Sale Borrower pursuant to repay any Junior IndebtednessSection 3.05.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be issued or incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.12(d). (iib) If Subject to Section 2.12(e), if on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event, Issuer which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, unless a Reinvestment Notice shall apply be delivered within five (5) Business Days following the receipt of such Net Cash Proceeds in respect thereof, an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Cash Proceeds in the Issuer Retention column belowexcess of $40,000,000, and shall apply an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the percentage fifth Business Day after receipt toward the prepayment of such Net Proceeds the Term Loans as set forth in the Note Repayment column belowSection 2.12(d); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.18(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i.) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Issuer shall deliver to each Purchaser notice Any amount that is excluded from the calculation of each prepayment of Notes Net Cash Proceeds in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.12(e)(i) will not less be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days prior after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the date such prepayment extent that a Reinvestment Notice has been or shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (ivalidly delivered pursuant to Section 2.12(b) the Mandatory Prepayment Date, (ii) the aggregate amount in respect of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment Net Cash Proceeds or to accept Declined Amounts shall notify Issuer not later than three (3the extent Section 2.12(e)(ii) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.precludes such prepayment; and

Mandatory Prepayments. (i) If the principal amount of the Notes Lender is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay obligated to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make Net Proceeds from available to Borrower for Restoration, on the next occurring Monthly Payment Date following the date on which (a) Lender actually receives any Asset SaleNet Proceeds, Issuer and (b) Lender has determined that such Net Proceeds shall be applied against the Debt, Lender may, in its sole discretion, apply Net Proceeds as a prepayment of, the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Except during the continuance of an Event of Default, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds shall be applied by Lender as follows in the Issuer Retention column below, and shall apply an amount equal to the percentage following order of such Net Proceeds in the Note Repayment column belowpriority: First, to prepay all amounts (other than principal and interest) then due and payable under the Notes: and (2) notwithstanding the foregoingLoan Documents, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with including any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms costs and expenses of this Section 2.2(c). Amounts to be applied Lender in connection with prepayments such prepayment); Second; accrued and unpaid interest at the Interest Rate; and Third, to principal. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, no Prepayment Fee or any other prepayment premium, penalty or fee shall be due in connection with any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that 2.4.4. So long as no Event of Default has occurred and is continuing, any Purchaser may decline any such principal prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.4 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to applied (x) decline its share first, on a pro rata and pari passu basis based on the relative principal balance of such prepayment or each Senior Note, to each Senior Note until paid in full and (y) accept Declined Amounts. Any Purchaser that wishes second, on a pro rata and pari passu basis based on the relative principal balance of each Junior Note, to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any each Junior IndebtednessNote until paid in full.

Mandatory Prepayments. (ia) If Unless the principal amount Required Prepayment Lenders shall otherwise agree, if on any date the Parent, the Borrower or any of the Notes is accelerated its Class I Restricted Subsidiaries shall incur any Indebtedness (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment dateof the Loans as set forth in Section 2.10(c). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Parent, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to Borrower or any past due amountsof its Subsidiaries not permitted by Section 7.2. (iib) If on any date Issuer Unless the Required Prepayment Lenders shall otherwise agree, if the Borrower or any Subsidiary of its Class I Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or any Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to thereof not later than 15 Business45 Ddays after such date of receipt bythe end of the percentage fiscal quarter during which the Borrower or any of its Class I Restricted Subsidiaries ofreceived2 such Net Proceeds in Cash Proceeds, the Issuer Retention column below, and Loans shall apply be prepaid by an amount equal to the percentage amount of such Net Cash Proceeds (excluding any amounts subject to any such Reinvestment Notice), as set forth in the Note Repayment column belowSection 2.10(c); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer Date the Loans shall apply be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(c). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) Amounts to be applied in connection with as prepayments made pursuant to this Section 2.2(c)(ii) shall be payable applied, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest Term Loans and second, to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes the Revolving Credit Loans and as specified in whole or in part Section 2.16. Any such mandatory prepayment of the Revolving Credit Loans pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and 2.10 shall not permit any result in a mandatory reduction of the Subsidiaries to, use any Net Proceeds received from any Asset Sale Revolving Credit Commitments. Amounts prepaid in respect of Term Loans pursuant to repay any Junior Indebtednessthis Section 2.10 may not be reborrowed.

Mandatory Prepayments. (i) If On any Tranche A Senior Loan Repayment Date, subject to the principal amount provisions of this Section 2.5(b)(i) below, the Tranche A Senior Loan (without payment in respect of the Notes is accelerated (includingYield-Maintenance Premium) shall be prepaid using funds then made available for prepayment from the Rova I Contingency Account pursuant to Section 4.6 of the Deposit Agreement, but not limited to, upon together with all accrued and unpaid interest thereon. Each Lender shall have the occurrence option to accept its pro rata share of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay prepayments required pursuant to Purchasers, payable this Section 2.5(b) to each Purchaser in accordance with its respective Pro Rata Share, an amount equal be applied to the sum of: Tranche A Senior Loan; all such prepayments not accepted by the Lenders shall be transferred to the Project Control Account. On any Tranche B Senior Repayment Date, subject to the provisions of this Section 2.5(b)(i) below, the Tranche B Senior Loan (i) the outstanding principal amount without payment in respect of the NotesYield-Maintenance Premium) shall be prepaid using funds then made available for prepayment from the Rova II Contingency Account pursuant to Section 4.6 of the Deposit Agreement, plus together with all accrued and unpaid interest thereon. Each Lender shall have the option to accept its pro rata share of the prepayments required pursuant to this Section 2.5(b)(i) to be applied to the Tranche B Senior Loan; all such prepayments not accepted by the Lenders shall be transferred to the Project Control Account. All partial prepayments are to be applied to remaining repayments of principal in inverse order of maturities. No amount prepaid pursuant to this Section 2.5(b)(i) may be reborrowed by Borrower. (ii) Junior Subordinated Loans shall be prepaid, pro rata, using funds made available for prepayment from the Project Control Account pursuant to Section 4.1 of the Deposit Agreement, together with accrued and unpaid interest thereon through the prepayment date, plus (iiiany losses or expenses as described in Section 2.3(e) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied incurred in connection with prepayments therewith. Prepayments made pursuant to this Section 2.2(c)(ii2.5(b)(ii) shall may not be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessreborrowed.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds (or, if such day is not a Business Day, the immediately succeeding Business Day), if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingapplicable Individual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Lender shall apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer however, if an Event of Default has occurred and is continuing, Lender may deliver a Reinvestment Notice with respect to the percentage of apply such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds Debt (until paid in the Note Repayment column below, to prepay the Notes: and (2full) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with in any applicable premium)order or priority in its sole discretion. All Net Proceeds from Asset Sales No yield maintenance premium or other premium shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any partial prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.2 shall be accompanied applied by accrued interest to Lender in such order and priority as Lender shall determine in its sole and absolute discretion. (b) On the date of on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 6.4(e) hereof, such prepayment tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate outstanding principal amount of the Loan being prepaid through the last day of the month within which such prepaymenttender occurs, and (iiib) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior any other sums due hereunder relating to the Mandatory Prepayment DateLoan. Issuer No yield maintenance or other premium shall not, and shall not permit be due in connection with any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCasualty/Condemnation Prepayment.

Mandatory Prepayments. (ia) If If, subsequent to the principal amount Closing Date, the Parent, any of the Notes is accelerated Borrowers or any of the Credit Parties shall receive Net Proceeds from any issuance of Indebtedness, 100% of such (includingb) If, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal subsequent to the sum of: (i) Closing Date, the outstanding principal amount Parent, any of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer Borrowers or any Subsidiary of the Credit Parties shall receive Net Proceeds from any Asset SaleSale (other than in the ordinary course of business), Issuer 100% of such Net Proceeds shall apply be simultaneously paid to the Administrative Agent for the pro rata accounts of the Lenders. (c) The Borrowers shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each mandatory prepayment pursuant to this Section 2.7 setting forth the date and amount thereof. With respect to each prepayment of Loans required by this Section 2.7, the Borrowers may designate the Types of Loans which are to be prepaid and the specific borrowing(s) pursuant to which made; provided that: (i) the Borrowers shall first so designate all Base Rate Loans and LIBOR Rate Loans, if any, with Interest Periods ending on the date of repayment prior to designating any other LIBOR Rate Loans; (ii) if any prepayment of LIBOR Rate Loans made pursuant to a single borrowing shall reduce the outstanding Loans made pursuant to such borrowing to an amount less than the minimum borrowing amount set forth in Section 2.2(d), such borrowing shall be immediately converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designations in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.17. Notwithstanding the foregoing provisions of this Section 2.7, if at any time the mandatory prepayment of Loans pursuant to this Section 2.7 would result, after giving effect to the second sentence of this subsection (c), in the Borrowers incurring breakage costs under Section 2.17 as a result of LIBOR Rate Loans being repaid other than on the last day of an Interest Period applicable thereto (the "Affected LIBOR Rate Loans"), then the Borrowers may, if they so elect by notice to the Administrative Agent, deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected LIBOR Rate Loans with the Administrative Agent to be held pursuant to an escrow agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such escrowed amounts to be released from such escrow (and applied to repay the principal amount of such Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant LIBOR Rate Loans (or such earlier date or dates as shall be requested by the Borrowers), with the amount to be so released and applied on the last day of each Interest Period to be the amount of the Loans to which such Interest Period applies (or, if less, the amount remaining in such escrow account). (d) If on any date the aggregate principal amount of Revolving Credit Loans (after giving effect to all other repayments thereof on such date) exceeds the aggregate Available Commitments as then in effect (including, without limitation, as a result of the determination of Dollar Equivalents pursuant to Section 2.11(c) hereof), the Borrowers agree to repay on such date the principal of the Revolving Credit Loans in an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessexcess.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be issued or incurred by any Consolidated Entity (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than as permitted under Section 6.01)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds shall be applied on the date of such issuance or incurrence toward the prepayment date, plus of the US Term Loans as set forth in Section 2.14(d); provided that no prepayment shall be required to be made pursuant to this subsection (iiia) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at if the Default Rate, if applicable, with respect Leverage Ratio on the last the day of the fiscal quarter most recently ended is 2.00 to any past due amounts1.00 or less. (iib) If on any date Issuer or any Subsidiary Consolidated Entity shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) 50% of such Net ProceedsCash Proceeds shall be applied on such date toward the prepayment of the US Term Loans as set forth in Section 2.14(d); provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay shall be applied toward the Notes prepayment of the US Term Loans. (together c) If on any date any Consolidated Entity shall receive Net Cash Proceeds in connection with any applicable premium). All Receivables Financing Program then such Net Cash Proceeds from Asset Sales shall be deposited applied on such date toward the prepayment of the US Term Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.14(d). . (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.14 shall be payable applied to each Purchaser the remaining installments thereof as directed by the Parent Borrower and in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.21(b), in which case the Declined Amount . Prepayments shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by made, first, to ABR Loans and, second, to Eurocurrency Loans and in each case, together with accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver prepaid and the principal amount of Term Loans and accrued interest thereon to each Purchaser notice of each prepayment of Notes in whole or in part be paid by the applicable Borrower pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date any such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) not exceed in the aggregate amount the applicable portion of Net Cash Proceeds with respect to such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the principal amount Borrower or any of the Notes is accelerated its Restricted Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness permitted by Section 7.2 (including the acceleration of claims by operation of lawother than Refinancing Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.11(d). (iia) If on any date Issuer the Borrower or any Subsidiary of its Restricted Subsidiaries shall receive have received Net Cash Proceeds of at least $10,000,000 in any fiscal year from any Asset SaleSales or Recovery Events then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof, such Net Cash Proceeds shall be applied within one Business Day of such Net Proceeds date toward the prepayment of the Term Loans as set forth in the Issuer Retention column belowSection 2.11(d); provided, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) that notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment or reinvestment Section 2.11(d). (b) [Reserved]. (c) Partial prepayments of the Term Loans pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b) first, to the terms of this Section 2.2(cnext eight installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Maturity Date). Amounts to be applied in connection with prepayments made The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.11 shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (d) Notwithstanding any other provisions of Section 2.11, to each Purchaser notice the extent any or all of each the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary or the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of Notes in whole or in part the Term Loans pursuant to Section 2.11 (provided that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice, the Borrower applies an amount equal to the amount of such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (or, if less, the Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary). (e) Notwithstanding anything to the contrary contained in this Section 2.2(c)(ii2.11, if any Term Lender shall notify the Administrative Agent (i) not less than five on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (5b) or (ii) at least one Business Days Day prior to the date such of a prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iunder Section 2.11(c) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser that it wishes to (x) decline its share of such prepayment or prepayment, such share (ythe “Declined Prepayment Amount”) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to may be retained by the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. (a) Unless the Required Lenders otherwise agree, if (i) If the principal amount any Equity Interests of the Notes is accelerated Borrower shall be issued to a Person other than NUI Corporation, (including, but ii) any Recovery Event shall have occurred (and Net Asset Sale Proceeds thereof have not limited to, upon been reinvested in the occurrence same or similar property or assets within 364 days of a bankruptcy or insolvency event such Recovery Event (including with such reinvestment not to exceed $20,000,000 in the acceleration of claims by operation of lawaggregate)), Issuer shall immediately pay to Purchasers, payable to each Purchaser or (iii) any Indebtedness of the Borrower is incurred (excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 5.13, the Borrower shall prepay the Loans and reduce the Commitments in an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) therefrom no later than the second Business Day following receipt by the Borrower of such Net Proceeds, to prepay the Notes; provided that,. (1b) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.14 shall be payable applied (i) first, to each Purchaser the prepayments of the Term Loans pro rata, (ii) second, to the permanent reduction of the Delayed Draw Term Loan Commitments pro rata (if then outstanding), and (iii) third, to the prepayment of Swingline Loans and then Revolving Credit Loans (if then outstanding) and, in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyevent, the “Declined Amount”), in which case the Declined Amount Revolving Credit Commitments shall be retained by Issuerpermanently reduced in an amount equal to the amount of such Net Proceeds remaining after the prepayment in full of the Term Loans. The application of any prepayment pursuant to this Section 2.14 shall be made, first, to Base Rate Loans and, second, to Euro-Rate Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.14 (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii. (c) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth Upon (i) the Mandatory Prepayment Date, occurrence of any event described in Section 7.10 hereof with respect to the Borrower or NUI Corporation or (ii) the aggregate amount Borrower shall default in the observance or performance of such prepaymentany covenant set forth in Section 4.11, then the Commitments hereunder shall immediately terminate and the Loans then outstanding (iiitogether with accrued interest thereon) the option of each Purchaser and all other amounts owing under this Agreement shall become immediately due and payable. (d) Nothing in this Section 2.14 shall be construed to (x) decline its share of such prepayment derogate any restriction or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit limitation contained in any Loan Document imposed on any transaction of the Subsidiaries totype described in this Section 2.14, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessincluding, without limitation, Sections 5.5, 5.6 and 5.13 hereof.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingProperty or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Borrower shall prepay or authorize Lender to apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its sole discretion. Other than during the continuance of an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2(a). (b) In the event there is a Condemnation and Academy presents an offer to purchase the Property pursuant to Section 12(c) of the Academy Lease and Borrower accepts Academy’s offer to purchase, Borrower shall have the right to prepay the Notes; provided that, outstanding principal balance of the Note (1a “Condemnation Prepayment”) Issuer may deliver a Reinvestment Notice in accordance with respect this Section 2.4.2(b) hereof upon satisfaction of the following conditions: Borrower shall provide Lender with thirty (30) days written notice of Borrower’s intention to pay the Note in full. Notwithstanding anything in Section 6.3 to the percentage contrary, Borrower shall have no obligation to commence Restoration of such Net Proceeds the Property upon delivery of the written notice set forth in the Issuer Retention column belowpreceding sentence (unless Borrower subsequently shall fail to pay all amounts due under this Section 2.4.2(b)). On the date on which Borrower tenders a Condemnation Prepayment, such tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the outstanding principal amount of the Note through the last day of the month within which such tender occurs, and shall apply (b) any other sums due hereunder relating to the applicable Note, including an amount equal to the percentage Yield Maintenance Premium attributable to the Condemnation Prepayment, provided, however, so long as no Event of such Net Proceeds in Default shall exist on the Note Repayment column belowdate of the Condemnation Prepayment, (i) no Yield Maintenance Premium shall be due with respect to prepay that portion of the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Condemnation Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to amount of the relevant Reinvestment Event to prepay Award, and (ii) if the Notes (together with any applicable premium). All Net Proceeds from Asset Sales Award shall be deposited in a Collateral Account pending repayment equal to or reinvestment in accordance with the terms of this Section 2.2(cgreater than FORTY ONE MILLION and 00/100 Dollars ($41,000,000.00). Amounts to , no Yield Maintenance Premium shall be applied due in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment portion of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCondemnation Prepayment.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the principal amount Borrower or any of the Notes is accelerated its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 6.2 as in effect on the date of this Agreement), then, on the date of such incurrence, the Loans shall be prepaid, and/or the Commitments shall be reduced, by an amount equal to the sum of: (i) the outstanding principal amount of such Net Cash Proceeds. The provisions of this Section do not constitute a consent to the Notes, plus (ii) accrued and unpaid interest thereon through incurrence of any Indebtedness by the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to Borrower or any past due amountsof its Subsidiaries. (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to Loans shall be prepaid, and/or the percentage of such Net Proceeds in the Issuer Retention column belowCommitments shall be reduced, and shall apply by an amount equal to the percentage amount of such Net Proceeds in the Note Repayment column belowCash Proceeds; provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events (other than Recovery Events arising from satellite or launch failures) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 at any one time outstanding and (ii) on each Reinvestment Prepayment DateDate the Loans shall be prepaid, Issuer and/or the Commitments shall apply be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)Event. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). Amounts do not constitute a consent to be applied in connection the consummation of any Disposition not permitted by Section 6.5. (c) If, for any fiscal year of the Borrower commencing with prepayments made pursuant to this Section 2.2(c)(ii) the fiscal year ending December 31, 2002, there shall be payable Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid, and/or the Commitments shall be reduced, by an amount equal to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any 50% of such Excess Cash Flow. Each such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment and commitment reduction shall be made on a date (each, a “Mandatory Prepayment an "Excess Cash Flow Application Date”). Such notice shall set forth ") no later than five days after the earlier of (i) the Mandatory Prepayment Datedate on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the aggregate amount of date such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessfinancial statements are actually delivered.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Loan Party or its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness incurred in accordance with Section 6.2 (including the acceleration of claims by operation of lawother than pursuant to clause (m) thereof)), Issuer then on the date of such incurrence, the Loans shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Cash Proceeds of such incurrence, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsas set forth in Section 2.10(d). (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, not later than five Business Days following the date of receipt by the Borrower of such Net Cash Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and Loans shall apply be prepaid by an amount equal to the percentage amount of such Net Proceeds Cash Proceeds, as set forth in the Note Repayment column belowSection 2.10(d); provided that, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer Date the Loans shall apply be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(c). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5. (c) [Reserved]; (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.10 shall be payable allocated pro rata among the Tranche A Term Loans, any Other Term Loans and any Extended Term Loans (except to each Purchaser the extent that any Loan Modification Offer for any Extended Term Loans provides that such Extended Term Loans shall participate on a lesser basis or not at all) and applied in accordance with its respective Pro Rata Sharedirect order of maturity against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, any Other Term Loans and any applicable Extended Term Loans under Sections 2.3(a), 2.3(c) and under the applicable Loan Modification Offer, respectively; provided that any Purchaser may decline any such prepayment (collectivelyin the event there are no Tranche A Term Loans, the “Declined Amount”)Other Term Loans or Extended Term Loans outstanding, in which case the Declined Amount mandatory prepayments shall be retained by Issuer. Each applied to the prepayment of outstanding Revolving Credit Loans (without any accompanying mandatory reduction of the Notes Revolving Credit Commitments) in direct order of maturity, and second to cash collateralize outstanding Letters of Credit pro rata. Prepayments of Loans shall in all cases be applied first to Base Rate Loans and second to Eurodollar Loans. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.2(c)(ii2.10, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ (but in any event no later than one Business Day’s) prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Loans under this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty, and shall be accompanied by (except in the case of prepayments of Base Rate Loans that are Revolving Credit Loans) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesspayment.

Mandatory Prepayments. (i) If In addition to the principal amount of reductions required pursuant to Sections 2.6 and 4.3 hereof, the Notes is accelerated (includingBorrower shall pay, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer and there shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are become due and payable, including Purchasers’ Expenses as a prepayment in respect of the Obligations the following: (a) If the Borrower or any of its Subsidiaries receives after the Initial Closing Date any proceeds from the issuance of common stock (other than stock issued to the Borrower or any of its Subsidiaries), preferred stock, partnership or other similar interests or equity or securities convertible into equity, the Borrower shall pay to the Agent, as and interest at when received by the Default Rate, if applicable, with respect Borrower or such Subsidiary and as a mandatory prepayment a sum equal to fifty percent (50%) of the Net Cash Proceeds thereof. The mandatory prepayment contained in this clause (a) shall not constitute a consent by the Lenders to the issuance of any past due amountssecurities otherwise prohibited by this Agreement. (iib) If on any date Issuer the Borrower or any Subsidiary shall receive Net Proceeds of its Subsidiaries receives after the Initial Closing Date any proceeds from any Asset SaleSale (other than as set forth in Section 9.6(i), Issuer (ii), (iii) and (iv) hereof), the Borrower shall apply an amount pay to the Agent, as and when received by the Borrower or such Subsidiary and as a mandatory prepayment a sum equal to one hundred percent (100%) of the Net Cash Proceeds thereof. The mandatory prepayment contained in this clause (b) shall not constitute a consent by the Lenders to any Asset Sale otherwise prohibited by this Agreement. (c) If the Borrower or any of its Subsidiaries receives after the Initial Closing Date any proceeds from any Casualty Loss which the Agent requires be utilized to repay the Obligations in accordance with the provisions of Section 8.7 hereof, the Borrower shall pay to the Agent, as and when received by the Borrower or such Net Proceeds, Subsidiary and as a mandatory prepayment a sum equal to prepay one hundred percent (100%) of the Notes; provided thatproceeds thereof, (1d) Issuer may deliver a Reinvestment Notice with respect If the Borrower or any of its Subsidiaries receives after the Initial Closing Date any proceeds from the incurrence of any Indebtedness for borrowed money other than as permitted by Section 9.4, the Borrower shall pay to the Agent, as and when received by the Borrower or such Subsidiary and as a mandatory prepayment a sum equal to one hundred percent (100%) of the Net Cash Proceeds thereof. The mandatory prepayment contained in this clause (d) shall not constitute a consent by the Lenders to the incurrence of any Indebtedness otherwise prohibited by this Agreement. (e) The outstanding principal balance of the Term Loans shall at no time exceed sixty per cent (60%) of the Fair Market Value of Eligible Real Estate. If the principal balance of the Term Loans exceeds such percentage, the Borrower, within three (3) days after notice from the Agent, shall repay the Term Loans in such amount as may be necessary so that such percentage is not exceeded. (f) The amounts so prepaid pursuant to this Section 4.4 shall be applied FIRST, to the principal balance of such Net Proceeds the Term Loans, in inverse order of ----- maturity, until Term Loans have been paid in full; SECOND, to the ------ Revolving Loans (with a like reduction in the Issuer Retention column belowRevolving Commitments) until the Revolving Loans have been paid in full, and THIRD, to all other Obligations in such order and manner as the Agent shall apply an amount equal determine in its discretion. Each such prepayment shall be applied, in the absence of instruction by the Borrower, first to the percentage principal of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal Base Rate Loans and then to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes principal of Eurodollar Rate Loans (together with any applicable premiumamounts due under Section 5.7(d) hereof). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with To the terms extent that no Event of this Section 2.2(c). Amounts Default is then occurring, any prepayment to be applied in connection with prepayments made to any Eurodollar Rate Loans which would require the payment of any additional amounts pursuant to this Section 2.2(c)(ii5.7(d) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyhereof, the “Declined Amount”)Agent shall hold such funds in a depository account with the Agent as cash collateral, in which case to be applied to the Declined Amount shall be retained by Issuer. Each prepayment applicable Loan on the last day of the Notes under this Section 2.2(c)(ii) applicable Interest Period. Any portion of the Obligations which is prepaid may not be reborrowed. Any prepayment shall be accompanied by accrued interest to not postpone the date of such prepayment on time for, or reduce the amount prepaidof, any subsequent payment on account of the Obligations. Issuer shall deliver to each Purchaser notice The acceptance by the Lenders of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and any prepayments required hereunder shall not permit be deemed to constitute a waiver of any Default or Event of Default arising from the Subsidiaries to, use consummation of any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesstransaction which is otherwise prohibited hereunder.

Mandatory Prepayments. (i) If Immediately upon the principal amount receipt by Parent or any of its Subsidiaries of the Notes is accelerated (includingproceeds of any Permitted Kasco Sale Transaction, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrowers shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) prepay the outstanding principal amount of the NotesObligations, plus (iithe Working Capital Indebtedness and the Subordinated Indebtedness, as the case may be, in accordance with SECTION 2.3(E)(I) accrued and unpaid interest thereon through in an aggregate amount equal to 100% of the prepayment date, plus (iiiNet Cash Proceeds received by Parent or its Subsidiaries in connection with such sale. Nothing contained in this SECTION 2.3(D)(I) all shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other Obligations that are due and payable, including Purchasers’ Expenses and interest at than in accordance the Default Rate, if applicable, with respect to any past due amountsrequirements of the definition of Permitted Kasco Sale Transaction or as otherwise permitted hereunder. (ii) If on any date Issuer Immediately upon the receipt by Parent or any Subsidiary of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d) of the definition of Permitted Dispositions or any Permitted Kasco Sale Transaction), Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the outstanding principal amount of the Obligations in accordance with SECTION 2.3(E)(II) in an amount equal to one hundred percent 100% of the Net Cash Proceeds (100%including condemnation awards and payments in lieu thereof) received by Parent or its Subsidiaries in connection with such sales or dispositions; PROVIDED that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Net Proceedssale or disposition, casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, (C) the monies are held in a cash collateral account in which Agent (or, so long as the Working Capital Credit Agreement is in effect, Working Capital Agent, acting as agent for the Agent) has a perfected first-priority security interest, and (D) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with SECTION 2.3(E)(II). Nothing contained in this SECTION 2.3(D)(II) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with SECTION 6.4. (iii) Immediately upon the receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the Notes; provided that, (1outstanding principal amount of the Obligations in accordance with SECTION 2.3(E)(II) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage 100% of such Net Proceeds Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted under SECTION 6.1(A), (B), (C), (D), or (E)) or the issuance by Parent or any of its Subsidiaries of any shares of Parent's or its Subsidiaries' Stock (other than (A) the issuance of Stock under an employee stock option or incentive plan of any Loan Party to the extent permitted hereunder or (B) in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with event that Parent or any applicable premium). All Net Proceeds from Asset Sales shall be deposited in Subsidiary of Parent forms a Collateral Account pending repayment or reinvestment Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of this Section 2.2(cStock to Parent or such Subsidiary, as applicable). Amounts , Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with SECTION 2.3(E)(II) in an amount equal to be applied 100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with prepayments made pursuant to such issuance or incurrence. The provisions of this Section 2.2(c)(iiSECTION 2.3(D)(IV) shall not be payable deemed to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline be implied consent to any such prepayment (collectively, issuance or incurrence otherwise prohibited by the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment terms and conditions of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessAgreement.

Mandatory Prepayments. (i) If after the principal amount of Effective Date any Loan Party or Pledgor receives any Net Cash Proceeds, the Notes is accelerated (includingObligations shall be mandatorily prepaid, but not limited towithout premium or penalty, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to such Net Cash Proceeds; provided, however, in the sum of: (i) case of Net Cash Proceeds of Subordinated Indebtedness to the outstanding principal amount extent constituting Unrestricted Proceeds and in the case of Net Cash Proceeds of Equity Issuances, such Net Cash Proceeds shall be applied to the Notes, plus (ii) accrued Obligations only if and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountswhen received by a Borrowing Subsidiary or Pledgor. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent Each mandatory prepayment described in clause (100%i) of such Net Proceedsthis Section 2.06(b) shall be referred to herein as a "Designated Prepayment". A Loan Party or Pledgor, to prepay as the Notes; provided that, (1) Issuer case may deliver a Reinvestment Notice with respect to be, shall give the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and Agent not less than two (2) notwithstanding Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the foregoing, circumstances giving rise to such Designated Prepayment and of the date on each Reinvestment which such Designated Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes will be made (together with any applicable premium). All Net Proceeds from Asset Sales which date shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with no later than the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made date on which such Designated Prepayment becomes due and payable pursuant to this Section 2.2(c)(ii2.06(b). (iii) Designated Prepayments shall be payable applied to each Purchaser the repayment of the Revolving Loans then outstanding and, to the extent applied to the Revolving Loans, the Commitments shall be permanently reduced by the amount of any such Designated Prepayment; provided, however, that the Commitments shall not be permanently reduced by the amount of (A) Designated Prepayments of Net Cash Proceeds from Permitted Dispositions, (B) financings or refinancings pursuant to which Indebtedness permitted by Section 7.01 (other than Subordinated Indebtedness the proceeds of which do not constitute Unrestricted Proceeds) is incurred or (C) Designated Prepayments of Net Cash Proceeds of Equity Issuances. Each Designated Prepayment shall be apportioned among the Lenders in accordance with its their respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount Shares of Revolving Loans being prepaid. The Borrowing Subsidiaries shall be retained by Issuer. Each obligated to pay as a mandatory prepayment of their Obligations the Notes under this Section 2.2(c)(ii) shall amount of each Designated Prepayment required to be accompanied by accrued interest applied to the date Revolving Loans. (iv) Each Borrowing Subsidiary shall make prepayments of such prepayment on the amount prepaid. Issuer shall deliver Revolving Loans made to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior it to the date such prepayment shall be made extent necessary to assure that (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (iiA) the aggregate principal amount of the Revolving Loans outstanding at any time does not exceed at such time the Maximum Amount of Revolving Loans then in effect and (B) the aggregate principal amount of all Revolving Credit Accommodations outstanding at any time made to such Borrowing Subsidiary does not exceed at such time its Borrowing Base then in effect, less the reserves contemplated in Section 2.03(f) and such other reserves as the Agent, in its sole discretion, may deem appropriate. To the extent the Commitments at any time are less than the amount of Letter of Credit Obligations outstanding at such time, each Borrowing Subsidiary with outstanding Letter of Credit Obligations shall deposit in the Cash Collateral Account cash (proportionately based on the relative amount of the Letter of Credit Obligations of each such Borrowing Subsidiary) in the amount by which such Letter of Credit Obligations exceed such Commitments. To the extent that any Borrowing Subsidiary's outstanding Letter of Credit Obligations exceed its Borrowing Base at such time, less the reserves contemplated in Section 2.03(f) and such other reserves as the Agent, in its sole discretion, may deem appropriate, then such Borrowing Subsidiary shall deposit in the Cash Collateral Account cash in the amount of such prepaymentexcess. Each Borrowing Subsidiary hereby grants the Agent a security interest for the benefit of the Agent, the Lenders and the Issuing Bank in the Cash Collateral Account and all funds from time to time deposited in the Cash Collateral Account as security for, and (iii) to provide for the option payment of, the Letter of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCredit Obligations.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred or issued by any Group Member after the principal amount of the Notes is accelerated Closing Date (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than Excluded Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans and accrued and unpaid interest thereon through as set forth in Section 4.2(e); provided, however, that if any Indebtedness shall be incurred or issued by any Group Member after the Closing Date pursuant to Sections 8.2(j), (m) or (p), the proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment date, plus (iii) all other Obligations that are due of the Delayed Draw Term Loans and payable, including Purchasers’ Expenses accrued and unpaid interest at the Default Rate, if applicable, with respect to any past due amountsthereon as set forth in Section 4.2(e). (iib) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds in excess of $10,000,000 in any fiscal year from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) % of such Net ProceedsCash Proceeds shall be applied on such date toward the prepayment of the Term Loans and accrued and unpaid interest thereon as set forth in Section 4.2(e); provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and accrued and unpaid interest thereon as set forth in Section 4.2(e). (c) [reserved]. (d) [reserved]. (e) Each prepayment of Term Loans pursuant to prepay this Section 4.2 shall be applied on a pro rata basis between the Notes Delayed Draw Term Loans and each Incremental Term Facility then outstanding based on the aggregate principal amount of the Term Loans under each such Term Facility then outstanding (together provided, that any prepayment of Term Loans with any the net proceeds of an Incremental Term Facility incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the Term Loans of the applicable premiumTerm Facility being refinanced or replaced). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts With respect to Term Loans under any Term Facility, amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 4.2 shall be payable applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Term Facility as directed by the Borrower (or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of the Term Loans of such Term Facility in direct order of maturity), and each Purchaser such prepayment shall be paid to the Term Lenders of such class in accordance with its respective Pro Rata Share; provided Section 4.8 and first, to Alternative Base Rate Loans and, second, to SOFR Loans in a manner that minimizes the amount of any Purchaser may decline any such prepayment (collectively, payments required to be made by the “Declined Amount”), in which case the Declined Amount shall be retained by IssuerBorrower pursuant to Section 4.11. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (f) Each Lender may elect, by notice to each Purchaser notice of each prepayment of Notes in whole the Administrative Agent at or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such time and in the manner specified by the Administrative Agent, prior to any prepayment shall of Term Loans required to be made by the Borrower pursuant Section 4.2(b), to decline all (each, but not a “Mandatory Prepayment Date”). Such notice shall set forth (iportion) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 4.2(a) above to the extent that such prepayment is made with the Net Cash Proceeds of any Permitted Refinancing incurred to refinance all or a portion of the Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its share of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Xxxxxx’s share of the total amount of such mandatory prepayment of Term Loans. (g) Notwithstanding the foregoing, to the extent that (and for so long as) the repatriation to the Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 4.2(b) above that are attributable to any Foreign Subsidiary are (i) prohibited or delayed by applicable local Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower or (ii) would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the calculation of Net Cash Proceeds shall be reduced by such Restricted Amount; provided, that once such repatriation of any such affected Net Cash Proceeds is (x) permitted under the applicable local Requirements of Law and/or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline would no longer result in such prepayment or to accept Declined Amounts material and adverse Tax liability, the Group Members shall notify Issuer not later than three (3) Business Days prior be treated as having received Net Cash Proceeds equal to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any amount of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesssuch reduction.

Mandatory Prepayments. The Borrower promises to pay principal of the Loans prior to stated maturity, as follows: (ia) If at any time the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the aggregate outstanding principal amount of the NotesLoans and outstanding Letters of Credit (including Letters of Credit accepted but unpaid) exceed the Total Commitment, plus then the Borrower shall immediately upon demand from Agent pay the amount of such excess to the Agent for the respective accounts of the Banks for application first to Prime Rate Loans and then to LIBOR Loans, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Bank. (iib) accrued and unpaid interest thereon through Unless the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at Borrower shall have provided to the Default Rate, if applicable, Agent a Compliance Certificate with respect to any past due amounts. proposed or completed sale, transfer, casualty, condemnation or other disposition of any of the Properties or Eligible Notes Receivable or partial or full principal payment or defeasance of any Eligible Notes Receivable (ii) If on any date Issuer or any interest of Borrower or a Subsidiary shall receive Net Proceeds from any Asset SaleGuarantor in an Eligible Note Receivable), Issuer shall apply together with an amount equal to one hundred percent (100%) updated list of the Properties and Eligible Notes Receivable remaining after such Net Proceedsevent, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds as applicable, adjusted in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment best good-faith estimate of the Notes under this Section 2.2(c)(ii) Borrower to give effect to such sale, transfer, casualty, condemnation, other disposition or prepayment and demonstrating that no Default or Event of Default shall have occurred and be accompanied by accrued continuing and that no Default or Event of Default shall result from such sale, transfer, casualty, condemnation, other disposition or prepayment, all of the Borrower's interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Dategross proceeds of each and every sale, transfer, casualty, condemnation, other disposition of any of the Properties or Eligible Notes Receivable (or interest owned therein) owned by the Borrower or a Subsidiary Guarantor, less all reasonable costs, expenses and commissions paid to unrelated parties as a part of such sale, transfer, casualty, condemnation or other disposition, or (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment of the Eligible Notes Receivable (or (yinterest owned therein) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment owned by the Borrower or to accept Declined Amounts a Subsidiary Guarantor, shall notify Issuer not later than three (3) Business Days prior be promptly paid by the Borrower to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any Agent for the account of the Subsidiaries to, use any Net Proceeds received from any Asset Sale Banks as a prepayment of the Loans to repay any Junior Indebtednessthe extent of the outstanding balance of the Loans.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments, without premium or penalty (except for any Breakage Costs or Interest Fix Fees, as applicable). (a) The Borrower shall apply all funds disbursed from the Distribution Reserve Account to the extent provided in Section 3.10(b)(i) of the Depositary Agreement, promptly upon receipt thereof, to the prepayment of the Term Loans in accordance with Section 2.9; (b) [Reserved] (c) [Reserved] (d) [Reserved] (e) Except as otherwise provided in Section 3.9(b) of the Depositary Agreement, the Borrower shall apply all funds disbursed from the Prepayment Account pursuant to Section 3.9(b) of the Depositary Agreement, promptly upon receipt thereof, to the prepayment of the Loans, in accordance with Section 2.9; (f) The Borrower shall apply all amounts disbursed from the Revenue Account pursuant to Section 3.2(c)(v) of the Depositary Agreement, promptly upon receipt thereof, to the prepayment of LC Loans in accordance with Section 2.9 (and, if such disbursed amount is less than the aggregate outstanding amount of LC Loans, such amount shall be applied pro rata to the prepayment of the LC Loans); (g) If the Equity Investor shall be required to make an Equity Contribution pursuant to Section 2.1(a)(ii) of the Equity Contribution Agreement, the Borrower shall prepay Construction Loans with any and all proceeds thereof, promptly upon receipt thereof, in accordance with Section 2.9 and Section 2.1(b)(ii) of the Equity Contribution Agreement; (h) The Borrower shall prepay Construction Loans on the Term Conversion Date to the extent required by the terms of Section 2.4(c), in accordance with Section 2.9; and (i) If In the principal amount event of the Notes is accelerated (including, but not limited to, upon termination of all of the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Commitments in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumSection 2.10(a)(i). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount Borrower shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to on the date of such prepayment on termination, terminate the amount prepaid. Issuer shall deliver to each Purchaser notice Letters of each prepayment Credit and/or cash collateralize the Letters of Notes Credit in whole or in part pursuant to this accordance with Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”2.16(n). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If the principal amount On each date on which Lender actually receives a distribution of the Notes is accelerated (includingNet Proceeds, but and if Lender exercises its right provided for herein not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make such Net Proceeds from any Asset Saleavailable to Borrower for a Restoration, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Proceeds shall be applied to the percentage outstanding principal balance of the Loan, together with interest accruing on such amount calculated through the next Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of and payable to Borrower, and shall be applied by Lender on the next Monthly Payment Date. The Allocated Loan Amount of an applicable Individual Property shall be reduced by an amount equal to such prepayment of principal upon such application of Net Proceeds pursuant to this Section 2.4.2. Notwithstanding the foregoing and anything else herein to the contrary, if in connection with any Casualty or Condemnation at any Individual Property Lender exercises its right provided for herein not to make the Net Proceeds available to Borrower for a Restoration, then at Borrower’s option, Lender shall release the applicable Individual Property from the lien of the Mortgage and related Loan Documents (or, in lieu of such release, the assignment of the related Mortgage by Lender on substantially the same terms as are provided in Section 2.4.1(c)), provided that (i) Borrower shall pay Lender an amount which, when added to the amount of Net Proceeds received in connection with such Casualty or Condemnation, equals the Allocated Loan Amount of the Individual Property for which the Net Proceeds were obtained together with interest on such amount calculated for the same periods as Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms first sentence of this Section 2.2(c). Amounts 2.4.2, (ii) no Event of Default shall have occurred and be continuing (except for any Event of Default which would be cured or eliminated by the release or assignment of the Individual Property, (iii) Borrower shall provide to be applied Lender a release of the Mortgage as it relates to such individual Property and related Loan Documents in connection a form appropriate for the jurisdiction in which the applicable Individual Property is located and reasonably satisfactory to Lender for execution by Lender and (iv) simultaneously with prepayments made the release, Borrower shall convey fee simple title to the Release Property to a Person other than Borrower. (b) Any prepayment of the Loan pursuant to this Section 2.2(c)(ii) 2.4.2 shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that without premium (including Yield Maintenance Premium) or penalty of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesskind.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Capital Stock or Indebtedness shall be issued or incurred by any Restricted Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 6.2), then, except to the extent such amounts have been applied to prepay the First Lien Term Loans, an amount equal to 50% (in the sum of: case of Capital Stock) or 100% (iin the case of Indebtedness) the outstanding principal amount of the Notes, plus Net Cash Proceeds thereof shall be offered on the date of such issuance or incurrence to the Lenders as a prepayment of the Loans in accordance with paragraphs (iid) accrued and unpaid interest thereon through the prepayment date, plus (iiie) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsof Section 2.6. (iib) If on any date Issuer the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Material Asset SaleSale or any Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceedsif no First Lien Term Loans or revolving commitments under the First Lien Loan Documents remain outstanding, to prepay the Notes; provided that, (1) Issuer may deliver and unless a Reinvestment Notice with shall be delivered in respect thereof (provided that no Reinvestment Notice may be delivered in respect of the Net Cash Proceeds of a Material Asset Sale described in the proviso to clause (e) of Section 6.5), such Net Cash Proceeds shall be offered on such date to the percentage Lenders as a prepayment of such Net Proceeds the Loans as set forth in the Issuer Retention column belowparagraphs (d) and (e) of Section 2.6; provided, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column belowthat, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be offered to the Lenders as a prepayment of the Loans in accordance with paragraphs (d) and (e) of Section 2.6. (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending July 31, 2005, there shall be Excess Cash Flow, then, except to the extent such amount shall have been applied to prepay the Notes First Lien Term Loans in accordance with the mandatory prepayment provisions of the First Lien Credit Agreement, the Borrower shall, on the relevant Excess Cash Flow Application Date, offer to the Lenders an amount equal to 50% of such Excess Cash Flow as a prepayment of the Loans as set forth in Section 2.6(d) and (together with any applicable premiume). All Net Proceeds from Asset Sales Such prepayment shall be deposited made on a date (an "Excess Cash Flow Application Date") no later than December 31 of the subsequent fiscal year. (d) With respect to the amount of any mandatory prepayment offer required pursuant to paragraph (a), (b) or (c) of this Section (such amount, the "Prepayment Amount"), the Borrower will, on or prior to the date specified in this Section 2.6 for such offer, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Lender a Collateral Account pending repayment notice (each, a "Prepayment Option Notice") in accordance with the following sentence. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit I and shall include (i) an offer (the "Offer") by the Borrower to prepay on the date (each, a "Mandatory Prepayment Date") that is 10 Business Days after the date of the Prepayment Option Notice, the Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender's Prepayment Option Notice as being allocable to such Lender's Loans (with such portion allocable to such Lender being equal to its Percentage of the Prepayment Amount) and (ii) an additional offer (the "Additional Offer") to prepay on the Mandatory Prepayment Date, from the portion, if any, of the Prepayment Amount allocable to Lenders which do not accept the Offer, the Loans of such Lender by an amount equal to the lesser of (x) such Lender's then outstanding Loan (after deducting therefrom the amount allocable to the prepayment thereof as a result of such Lender's acceptance of the Offer) and (y) a maximum amount specified by such Lender in its acceptance of the Additional Offer. Each Lender shall accept or reinvestment reject such Offer and such Additional Offer in accordance with the terms of this Section 2.2(c). Amounts the Prepayment Option Notice received by it (and a failure to respond to such Prepayment Option Notice within the required timeframe shall be deemed to be applied an acceptance of such Offer and Additional Offer), it being understood that no Lender may accept the Additional Offer made to it unless it accepts the Offer made to it. On the Mandatory Prepayment Date, the Borrower shall pay to the Administrative Agent, for the benefit of each Lender which has accepted the Offer, (i) the prepayment amount specified in connection with prepayments the Offer made to it and (ii) if such Lender has also accepted the Additional Offer, such Lender's ratable share (based upon the respective amounts accepted by each Lender accepting the Additional Offer made to it) of the amounts specified in the Offers made to Lenders, if any which reject the Offers made to them. (e) The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.6 shall be payable made, first to ABR Loans and, second, to Eurodollar Loans, in each Purchaser case in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.12(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Loan Party or its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness incurred in accordance with Section 6.2 (including the acceleration of claims by operation of lawother than pursuant to clause (m) thereof)), Issuer then on the date of such incurrence, the Loans shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Cash Proceeds of such incurrence, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsas set forth in Section 2.10(d). (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, not later than five Business Days following the date of receipt by the Borrower of such Net Cash Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and Loans shall apply be prepaid by an amount equal to the percentage amount of such Net Proceeds Cash Proceeds, as set forth in the Note Repayment column belowSection 2.10(d); provided that, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer Date the Loans shall apply be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(d). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5. (c) [Reserved]; (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii2.10 (other than amounts to be applied in respect of Indebtedness incurred in accordance with Section 6.2(m)) shall be payable allocated pro rata among the Tranche B-4 Term Loans, any Other Term Loans and, any Extended Term Loans and any Incremental Equivalent Indebtedness (except to each Purchaser the extent that (i) any Loan Modification Offer for any Extended Term Loans provides that such Extended Term Loans shall participate on a lesser basis or not at all or (ii) any Incremental Assumption Agreement for any Other Term Loans or documentation governing any Incremental Equivalent Indebtedness provides that such Other Term Loans or Incremental Equivalent Indebtedness, as applicable, shall participate on a lesser basis or not at all) and applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Tranche B-4 Term Loans, any Other Term Loans and any applicable Extended Term Loans under Sections 2.3(a), 2.3(b), 2.3(c) and under the applicable Loan Modification Offer, respectively; provided that in the event there are no Tranche B-4 Term Loans, Other Term Loans or, Extended Term Loans or Incremental Equivalent Indebtedness outstanding, mandatory prepayments shall be applied to the prepayment of outstanding Revolving Credit Loans (without any accompanying mandatory reduction of the Revolving Credit Commitments) in direct order of maturity, and second to cash collateralize outstanding Letters of Credit pro rata. Prepayments of Loans shall in all cases be applied first to Base Rate Loans and second to SOFR Loans. Amounts to be applied pursuant to Section 2.10(a) resulting from Indebtedness incurred in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount Section 6.2(m) shall be retained applied as directed by Issuer. Each the Borrower. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment of the Notes required under this Section 2.2(c)(ii2.10, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ (but in any event no later than one Business Day’s) prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Loans under this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty, and shall be accompanied by (except in the case of prepayments of Base Rate Loans that are Revolving Credit Loans) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesspayment.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the principal amount Borrower or any of the Notes is accelerated its Restricted Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness permitted by Section 7.2 (including the acceleration of claims by operation of lawother than First Lien Refinancing Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.11(d). (iib) If on any date Issuer the Borrower or any Subsidiary of its Restricted Subsidiaries shall receive have received Net Cash Proceeds of at least $5,000,000 in the aggregate from any Asset SaleSales or Recovery Events then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof, such Net Cash Proceeds shall be applied within one Business Day of such Net Proceeds date toward the prepayment of the Term Loans as set forth in the Issuer Retention column belowSection 2.11(d); provided, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) that notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay an aggregate amount of Term Loans in an amount equal to (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by the financial statements for such fiscal year (such prepayment to be applied as set forth in Section 2.11(d) below), minus (B) solely to the extent not funded with the proceeds of Indebtedness, (x) the aggregate amount of all optional prepayments of the Term Loans pursuant to Section 2.10 or Section 2.26 made during such fiscal year (provided that with respect to any prepayment pursuant to Section 2.26, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) to the extent not otherwise deducted previously pursuant to this clause, (y) with respect to any Excess Cash Flow Period ending on or prior to December 31, 2014, the aggregate amount of all optional repayments of Revolving Loans (not to exceed the amount of Revolving Loans drawn as of the Closing Date, and only to the extent not reborrowed prior to the end of such Excess Cash Flow Period) pursuant to Section 2.10 made during such Excess Cash Flow Period to the extent not otherwise deducted previously pursuant to this clause (provided that in no event shall the deduction pursuant to this clause (y) exceed the lesser of (i) $12,000,000 and (ii) an amount equal to 25% of Excess Cash Flow calculated without giving effect to this clause (y)) and (z) with respect to the Excess Cash Flow Period ending on December 31, 2015 and each Excess Cash Flow Period ending thereafter, the aggregate amount of all optional repayments of Revolving Loans pursuant to Section 2.10 made during such fiscal year that are accompanied by an equivalent permanent reduction in the Revolving Commitments to the extent not otherwise deducted previously pursuant to this clause. Each such prepayment shall be made on a Collateral Account pending repayment or reinvestment date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Partial prepayments of the Term Loans pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b) first, to the terms of this Section 2.2(cnext eight installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Maturity Date). Amounts to be applied in connection with prepayments made The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.11 shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (e) Notwithstanding any other provisions of Section 2.11, to each Purchaser notice the extent any or all of each the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of Notes in whole or in part the Term Loans pursuant to Section 2.11 (provided that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (f) Notwithstanding anything to the contrary contained in this Section 2.2(c)(ii2.11, if any Term Lender shall notify the Administrative Agent (i) not less than five on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (5b) or (ii) at least one Business Days Day prior to the date such of a prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iunder Section 2.11(c) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser that it wishes to (x) decline its share of such prepayment or prepayment, such share (ythe “Declined Prepayment Amount”) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to may be retained by the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. (i) If the principal amount On each date on which Lender actually receives a distribution of the Notes is accelerated (includingNet Proceeds, but if Lender does not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay make such Net Proceeds available to Purchasers, payable to each Purchaser Borrower for Restoration in accordance with its respective Pro Rata Sharethe applicable terms and conditions hereof, an amount equal Borrower shall prepay (or direct Lender to the sum of: (iuse such Net Proceeds to prepay) the outstanding principal amount balance of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply Note in an amount equal to one hundred percent (100%) of such Net ProceedsProceeds together with, to prepay if any portion of the Notes; provided that, Loan has been the subject of a Securitization, any applicable Interest Shortfall (1) Issuer may deliver such prepayment, a Reinvestment Notice with respect to the percentage of “Net Proceeds Prepayment”). If any such Net Proceeds in the Issuer Retention column below, and Prepayment shall apply an amount be equal to or greater than sixty percent (60%) of the percentage Release Price of such Net Proceeds in the Note Repayment column belowaffected Individual Property and the Casualty or Condemnation, as applicable, is not the result of the willful misconduct or bad faith actions of Borrower or any of its Affiliates, Borrower shall have the right to prepay release the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment affected Individual Property in accordance with Section 2.10 hereof, but without the satisfaction of (i) the requirement that no Event of Default then be continuing, so long as the only continuing Event of Default will be cured by releasing the Release Property, (ii) the Release Debt Yield requirement, or (iii) the requirement that any release to an Affiliate of Borrower be on arms’ length terms of this Section 2.2(c(any such prepayment is a “Casualty/Condemnation Prepayment”). Amounts to No Yield Maintenance Premium shall be applied due in connection with prepayments any Net Proceeds Prepayment or Casualty/Condemnation Prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”2.7(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If Unless the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Required Prepayment Lenders shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rateotherwise agree, if applicable, with respect to any past due amounts. (ii) If on any date Issuer any of the Borrowers or any Subsidiary of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%i) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within two Business Days after the deadline by which such Reinvestment Notice is otherwise required to be delivered in respect of such Asset Sale or Recovery Event toward the prepayment of the Loans (provided that the foregoing requirement shall not apply to the percentage first $5,000,000 of such aggregate Net Cash Proceeds in received after the Issuer Retention column below, Closing Date) and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with applied toward the terms prepayment of this Section 2.2(c)the Loans. Amounts to be applied in connection with prepayments made The application of any prepayment of the Loans pursuant to this Section 2.2(c)(ii) 2.9 shall be payable made, first, to each Purchaser prepayment of the Term Loans to the full extent thereof. Second, the Revolving Commitments shall be permanently reduced in accordance with its respective Pro Rata Share; provided an amount equal to any prepayment amounts remaining after the foregoing application to the Term Loans (such reductions to be applied pro rata to the scheduled reductions of the Revolving Commitments), and, to the extent that any Purchaser may decline any the Total Revolving Extensions of Credit exceed the Revolving Commitments as so reduced, then such remaining prepayment amounts shall be applied to prepay first the Swingline Loans and second the Revolving Loans to the extent necessary so that immediately after giving effect to such prepayment (collectively, the “Declined Amount”), in which case Total Revolving Extensions of Credit are equal to the Declined Amount Revolving Commitments. The application of any prepayment of Term Loans or Revolving Loans pursuant to this Section 2.9 shall be retained by Issuermade, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If On the principal amount of next occurring Payment Date following the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Ratedate on which Lender actually receives any Net Proceeds, if applicable, with respect Lender is not obligated to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make such Net Proceeds from available to Borrower for the Restoration of any Asset SaleIndividual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4, Issuer Borrower shall prepay or Lender shall apply an amount equal to one hundred percent (100%) of such Net Proceeds as a prepayment of a portion of the outstanding principal balance of the Loan together with interest through the end of the related Interest Period and any other sums due hereunder. Other than following an Event of Default, no Yield Maintenance Default Premium, Yield Maintenance Premium, Prepayment Premium or other premium, penalty or charge shall be due in connection with any prepayment made pursuant to this Section 2.4.2. If no Event of Default has occurred and is continuing, applications of Net Proceeds made pursuant to this Section 2.4.2 shall be applied (i) first, to the reduction of any non-principal amounts outstanding on the Loan other than accrued or unpaid interest on the Loan, (ii) second, to the reduction of the accrued and unpaid interest on the portion of the Loan that is represented by the Release Amount for the applicable Individual Property which gives rise to the distribution of Net Proceeds, and (iii) third, to prepay the Notes; provided that, reduction of the outstanding principal balance of the Loan (1) Issuer may deliver a Reinvestment Notice and the Release Amount with respect to the percentage of such Net Proceeds applicable Individual Property shall be reduced in the Issuer Retention column below, and shall apply an amount equal to the percentage principal portion of such prepayment). After the occurrence and during the continuance of an Event of Default, the Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal may be applied to the Reinvestment Prepayment Amount with respect to Debt in any order or priority in Lender’s sole discretion. For the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms avoidance of this Section 2.2(c). Amounts to be applied in connection with prepayments doubt, no prepayment made pursuant to this Section 2.2(c)(ii) 2.4.2 shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, applied against or reduce the “Declined Free Prepayment Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If the principal amount The Borrowers shall, within three Business Days of the Notes is accelerated date of receipt of the Net Cash Proceeds by Weyerhaeuser or any of its Domestic Subsidiaries from the sale, lease, transfer or other disposition of any assets of Weyerhaeuser or any of its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)other than any Excluded Sales), Issuer shall immediately pay to Purchasers, payable to each Purchaser prepay any amounts outstanding under the Senior Bank Financing in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) lesser of the outstanding principal amount of such Net Cash Proceeds and the Notes, plus amount so outstanding (iiincluding the amounts required to be cash collateralized pursuant to Section 2.04(i) accrued and unpaid interest thereon through of the Five-Year Revolving Credit Facility Agreement). Each such prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect shall be applied first to any past due amountsamounts outstanding or to be cash collateralized pursuant to the Five-Year Revolving Credit Facility Agreement in accordance with the terms and conditions set forth therein, and second to any principal amounts outstanding pursuant to this Agreement in accordance with the terms and conditions for prepayment set forth herein; provided that neither Borrower shall be required to make any prepayments pursuant to this Section 2.10(b)(i) if Weyerhaeuser or any of its Subsidiaries shall apply any of the Net Cash Proceeds it received from the sale, lease, transfer or other disposition of its assets for reinvestment in its business within 180 days after receipt thereof by Weyerhaeuser or any of its Subsidiaries (any such Net Cash Proceeds so reinvested, the “Reinvestment Proceeds”); provided further that Weyerhaeuser shall have notified the Administrative Agent of its intent to so reinvest such Net Cash Proceeds. (ii) If on On the date of any date Issuer termination or any Subsidiary reduction of the Commitments pursuant to Section 2.09, the Borrowers shall receive Net Proceeds from any Asset Salepay or prepay so much of their respective Borrowings as shall be necessary in order that the aggregate principal amount of Loans outstanding not exceed the Total Commitment, Issuer shall apply an amount equal after giving effect to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that,termination or reduction. (1iii) Issuer The amount remaining (if any) after the prepayment in full of the Loans may deliver a Reinvestment Notice with respect be retained by the Borrowers to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts extent not required to be applied in connection accordance with prepayments made pursuant to this Section 2.2(c)(iiclause (i) above, and the Commitments shall be payable to each Purchaser permanently reduced in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.09(c), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds relating to an Individual Property, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingaffected Individual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Borrower shall prepay or authorize Lender to apply such Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) accrued Loan together with interest through and unpaid interest thereon through including the prepayment date, plus (iii) all last day of the Interest Period immediately preceding such Payment Date and any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, , if no Event of Default is then continuing, any Net Proceeds in excess of the Adjusted Release Amount shall be disbursed to Borrower, it being understood that any such mandatory payments of principal in an amount up to the Adjusted Release Amount for such Individual Property made pursuant to this Section 2.4.2 shall be applied in accordance with Section 2.4.4. Notwithstanding the foregoing, after the occurrence of and during the continuance of an Event of Default, Lender may apply such Net Proceeds to the Debt (1until paid in full) Issuer may deliver a Reinvestment Notice in any order or priority in its sole discretion. Other than during the continuance of an Event of Default, no Yield Maintenance Premium or other premium, penalty or charge shall be due in connection with any prepayment made pursuant to this Section 2.4.2. If both Properties remain as collateral for the Debt at the time of the application of any Net Proceeds pursuant to the foregoing, the Release Amount with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and affected Individual Property shall apply be reduced by an amount equal to the percentage principal portion of such Net Proceeds prepayment applied to the Loan; provided, that nothing herein shall be construed to so reduce the Adjusted Release Amount for such Individual Property required to be paid to Lender prior to obtaining a release of such Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (i) a release of the applicable Individual Property (and any related Collateral) if (A) at any time, both Properties remain as collateral for the Debt and the Adjusted Release Amount of the affected Individual Property is reduced to zero, together with such additional documents and instruments evidencing or confirming the release as Borrower shall reasonably request, or (B) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (ii) a release of the Note Repayment column below, portion of an Individual Property that is subject to prepay the Notes: anda Condemnation. (2b) notwithstanding In connection with any release of an Individual Property under this Section 2.4.2, each of the foregoingIndividual Borrower and Individual Operating Lessee that own and operate such Individual Property (the “Unencumbered Individual Borrower” and the “Unencumbered Individual Operating Lessee”, on each Reinvestment Prepayment Daterespectively) shall be released by Lender from their respective obligations of the Loan Documents, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount except with respect to those obligations that are expressly provided herein to survive repayment of the relevant Reinvestment Event Loan, and shall no longer be considered an Individual Borrower or an Individual Operating Lessee (as applicable) for purposes of this Agreement. In connection with a release or cancellation of an Unencumbered Individual Borrower and the corresponding Unencumbered Individual Operating Lessee, Lender agrees to prepay deliver (i) a UCC-3 Financing Statement termination or amendment releasing Lender’s security interest in the Notes collateral pledged to Lender relating to such Unencumbered Individual Borrower and/or Unencumbered Individual Operating Lessee, and (together with any applicable premium)ii) instruments executed by Lender reasonably necessary to evidence the release or cancellation of such Unencumbered Individual Borrower and Unencumbered Individual Operating Lessee from its respective obligations under the Loan Documents. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied reasonable costs and expenses incurred by Lender in connection with prepayments made pursuant to this Section 2.2(c)(ii) such release shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained paid by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. (ia) [reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to 100% of the sum of: Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). Contemporaneously with the prepayment of the Term Loans pursuant to this Section 2.12(b) prior to the first anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent (for the ratable benefit of the Lenders), a prepayment fee equal to 1.00% of the aggregate amount of the Term Loans so prepaid. Any such Term Loan prepayment fee shall be fully earned on the date paid and shall not be refundable for any reason; provided that in the event that (i) such prepayment occurs as a result of a Refinancing and (ii) SVB acts as the outstanding principal sole and exclusive administrative agent and collateral agent for such Refinancing, then any Lender participating in such Refinancing shall not be entitled to any portion of the prepayment premium, and the amount of the Notes, plus (ii) accrued and unpaid interest thereon through the total prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountspremium shall be reduced accordingly. (iic) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, Section 2.12(e); provided that on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied first to each Purchaser the prepayment of installments due in respect of the Term Loans on a pro rata basis and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) and second to repay outstanding Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments) (provided that any Purchaser Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”)), in which case the Declined Amount shall be retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that have elected to accept such Declined Amounts; and second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments). Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set 57 forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) The Borrower shall notdeliver to the Administrative Agent, and shall not permit any at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the Subsidiaries toamount of such prepayment and (ii) to the extent practicable, use at least ten (10) days’ prior written notice of such prepayment (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12, other than pursuant to Section 2.12(b).

Mandatory Prepayments. The Loan is subject to mandatory prepayment as follows, each without a Yield Maintenance Premium (i) If provide that there shall not exist an Event of Default at the principal amount time of the Notes such mandatory prepayment and that mandatory prepayment is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser made as and in accordance with its respective Pro Rata Sharethe applicable requirements of this Agreement): (1) The Loan is subject to mandatory prepayment in certain instances of Casualty and Condemnation (each a "CASUALTY/CONDEMNATION PREPAYMENT"), an amount equal in the manner and to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) extent set forth in Paragraph 12.C(4). Each Casualty/Condemnation Prepayment shall be made on a scheduled payment date and include all accrued and unpaid interest thereon up to but not including that scheduled payment date or, if not paid on a scheduled payment date, include interest that would have accrued on that prepayment through the prepayment next regularly scheduled payment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding Borrower's shall prepay that portion of the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount Loan that is equal to the Reinvestment Prepayment Amount Excess Loan Amount, as defined, described and determined below. (a) Under the procedure established in Paragraph 13.E of the Loan Agreement (and the corresponding provisions of Schedule 13.E), Lender has agreed to close the Loan without having received or approved of Appraisals for the Properties. The Appraisals to be delivered under that Paragraph, as approved by Lender as to both form and substance, must demonstrate a loan-to-value ratio that does not exceed 70%, taking into consideration all Properties (the "LOAN-TO-VALUE REQUIREMENT"). Borrower shall provide Lender with respect Appraisal Reports for all of the Individual Properties, in final form (each a "FINAL APPRAISAL") and in sufficient time to permit Lender's full review and comment, and if necessary each Appraiser's response and/or revision, on or before July 2, 1998 (the relevant Reinvestment Event "FINAL APPRAISAL DATE"). Borrower shall pay to prepay Lender, within five Business Days after written demand by Lender the Notes excess, if any, of the Loan amount at the time of that demand over 70% of the aggregate final fair market value (the "APPRAISED VALUE") of all Properties taken together and established by the Final Appraisals approved by Lender for each Individual Property (the "EXCESS LOAN AMOUNT"), together with any applicable premium)Hedge Breakage Costs. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with In determining the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Excess Loan Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.,

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. ASIA-DOCS\12847562.6 DRAFT 076267-0001 Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If In the principal amount event of a Change of Control, the Borrower will, at least thirty (30) days and not more than sixty (60) days prior to such Change of Control, give written notice thereof to the holder of this Warrant Conversion Note, which shall contain a written irrevocable notice that the Borrower will prepay (a “Prepayment Notice”), by a date (the “Prepayment Date”) specified in such notice (which date shall be on or prior to the effective date of the Notes Change of Control), all of the Obligations under the Warrant Conversion Note held by the holder in full (and not in part) in cash. Such notice may state that the Borrower’s prepayment is accelerated (including, but not limited to, conditioned upon the occurrence consummation of a bankruptcy or insolvency event (including the acceleration such Change of claims by operation of law)), Issuer Control. The Borrower shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) holder the outstanding principal amount of the NotesWarrant Conversion Note, plus (ii) together with all accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsthereon. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, Any notice by the Borrower to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column belowWarrant Conversion Note, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made subsequent prepayment thereof pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”2(e), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest an officer’s certificate (A) stating the principal amount of the Warrant Conversion Note to be prepaid, (B) stating the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (iiC) stating the aggregate amount accrued interest on the Warrant Conversion Note to the Prepayment Date to be prepaid, (D) certifying that the conditions of such prepaymentthis Section 2(e) have been fulfilled, and (iiiE) specifying the option nature of each Purchaser to (x) decline its share the Change of Control, the transactions or proposed transactions resulting in such Change of Control and the date or proposed date of the occurrence of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any Change of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessControl.

Mandatory Prepayments. (a) If Lender is not obligated to make Net Proceeds available to any Borrower for Restoration, on the next occurring Monthly Payment Date following the date on which (i) If the principal amount of the Notes is accelerated (includingLender actually receives any Net Proceeds, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus and (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations Lender has determined that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive such Net Proceeds from any Asset Saleshall be applied against the Outstanding Principal Balance, Issuer Borrowers shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds. So long as no Event of Default has occurred and is continuing, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to prepay this Section 2.4.2. Any partial prepayment under this Section 2.4.2 shall be applied to the Notes; provided that,last payments of principal due under the Loan. (1b) Issuer may deliver If any prepayment under this Section 2.4.2 results in the payment in full of all principal and interest due on the Loan and all other amounts due under the Loan Documents, Lender shall, upon the written request and at the expense of Borrowers, release the Liens of the Mortgages and the other Loan Documents. (c) In the event that following the occurrence of a Reinvestment Notice Casualty or a Condemnation with respect to any Property, Lender is not obligated to make the percentage of Net Proceeds available to the applicable Borrower for Restoration and has determined that such Net Proceeds in shall be applied against the Issuer Retention column belowOutstanding Principal Balance pursuant to Section 2.4.2(a), then, provided that no Event of Default shall have occurred and be continuing, the Borrower that owns such Property shall have the right, at its sole cost and expense, to obtain a release of the Liens of the Mortgage encumbering such Property and the other related Loan Documents by: (i) delivering written notice to Lender of its election to obtain a release of such Property within ten (10) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, and shall (ii) paying to Lender within sixty (60) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, in addition to such Net Proceeds, an amount equal to the percentage sum of (A) the Release Amount for such Property minus the amount of such Net Proceeds in applied to the Note Repayment column belowOutstanding Principal Balance, to prepay the Notes: and plus (2B) notwithstanding the foregoing, if such prepayment occurs on each Reinvestment Prepayment a day other than a Monthly Payment Date, Issuer interest at the Interest Rate on the amount so prepaid through, but not including, the next succeeding Monthly Payment Date. Such Borrower shall apply an amount equal prepare and submit to Lender the Reinvestment Prepayment Amount with respect release of Mortgage (and related Loan Documents) for the Property to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales be released for execution by Lender, which documents shall be deposited in a Collateral Account pending repayment or reinvestment form appropriate for the jurisdiction in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Sharewhich such Property is located; provided that any Purchaser may decline such Borrower’s obligation to indemnify and hold harmless Lender pursuant to the provisions of the Loan Documents shall survive any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest release to the date of such prepayment on the amount prepaidextent expressly stated therein. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.Pool 2