Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof)shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on not later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member 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 to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than five Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (ii) on the prepayment of date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d)2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29March 31, 2012 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) fiscal year to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year fiscal year (or during the current Fiscal Year but prior other than optional prepayments pursuant to Section 2.11(c)), in each case other than to the relevant Excess Cash Flow Application Date, in which case extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to Section 2.11 2.12, such prepayments shall be made, first, applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans andor Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), secondthen, with respect to Eurodollar Loanssuch mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this 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 Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (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 Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Tranche B Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Tranche B Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above and (ii) prepay outstanding Tranche A Term Loans in an aggregate amount equal to the amounts declined by Tranche B Term Lenders as described above; provided that, upon the making of such prepayments, any amount remaining unapplied (i.e., after the payment in full of the Tranche A Term Loans) shall be returned to the Borrower.

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof)shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on not later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member 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 to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than five Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (ii) on the prepayment of date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d)2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29March 31, 2012 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) fiscal year to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year fiscal year (or during the current Fiscal Year but prior other than optional prepayments pursuant to Section 2.11(c)), in each case other than to the relevant Excess Cash Flow Application Date, in which case extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to Section 2.11 2.12, such prepayments shall be made, first, applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans andor Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), secondthen, with respect to Eurodollar Loanssuch mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and Tranche C Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans and Tranche C Term Loans as provided in paragraph (d) above, on the date specified in this 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 Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender) and Tranche C Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and Tranche C Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (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 Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans and Tranche C Term Loans. Each Tranche B Term Lender and Tranche C Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Tranche B Term Lender’s or Tranche C Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender); provided that any Tranche B Term Lender’s or Tranche C Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender or Tranche C Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Tranche B Term Lender or Tranche C Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) pay to the relevant Tranche B Term Lenders and Tranche C Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above and (ii) prepay outstanding Tranche A Term Loans in an aggregate amount equal to the amounts declined by Tranche B Term Lenders and Tranche C Term Lenders as described above; provided that, upon the making of such prepayments, any amount remaining unapplied (i.e., after the payment in full of the Tranche A Term Loans) shall be returned to the Borrower.

Mandatory Prepayments. (a) If at any Indebtedness shall be issued or incurred by time after the Closing Date any Group Member (excluding other than Holdings) receives any Net Cash Proceeds from the Incurrence of any Indebtedness incurred in accordance with Section 7.2, (other than paragraph (gExcluded Indebtedness) thereof)or the issuance of any Disqualified Capital Stock, the Borrower shall prepay the Term Loans on the date of such receipt in an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d)Proceeds. (b) If on at any date time after the Closing Date any Group Member shall receive receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall prepay the Term Loans on the third Business Day following the date of such receipt in an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to Proceeds. If a Reinvestment Notice shall not exceed $15,000,000 has been delivered in respect of any Fiscal Year of the Borrower and (ii) Asset Sale or Recovery Event, then on each Reinvestment Prepayment DateDate relating thereto, the Borrower shall prepay the Term Loans in 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 2.11(d)Event. (c) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29on or about December 31, 2012 2008, there shall be is any Excess Cash Flow, the Borrower shall, on shall prepay the relevant Excess Cash Flow Application Date (as defined below), apply Term Loans in an amount (the “ECF Application Amount”) equal to (i)(A) the ECF Percentage of such Excess Cash Flow multiplied by (B) on or before the relevant ECF Percentage minus (ii) 105th day following the aggregate amount end of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 deliveredfiscal year. (d) Amounts If at any time after the Closing Date, any Group Member receives any Specified Securitization Proceeds, (i) the Borrower shall prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to be applied in connection with prepayments made pursuant to Section 2.11 50% of the Net Cash Proceeds thereof and (ii) unless a Reinvestment Notice shall be applied delivered in respect of the remaining 50% of such Net Cash Proceeds, the Borrower shall further prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to the prepayment remaining 50% of such Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in accordance an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. (e) If at any time after the Closing Date any Group Member enters into any sale-leaseback transaction permitted by Section 2.17(b). The application 8.11, (i) the Borrower shall prepay the Term Loans on the third Business Day following the date of any prepayment pursuant such transaction in an amount equal to Section 2.11 50% of the Net Cash Proceeds thereof and (ii) unless a Reinvestment Notice shall be madedelivered in respect of the remaining 50% of such Net Cash Proceeds, firstthe Borrower shall further prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to the remaining 50% of such Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to ABR the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. (f) If at any time after the Closing Date, the aggregate Revolving Extensions of Credit then outstanding exceed the Revolving Commitments then in effect, the Borrower (without notice or demand) shall immediately prepay outstanding Swingline Loans andor Revolving Loans (or, secondif no Swingline Loans or Revolving Loans are outstanding, Cash Collateralize outstanding Letters of Credit) in an amount sufficient to eliminate any such excess. (g) Mandatory prepayments of Term Loans shall be applied first to Base Rate Loans to the full extent thereof and then to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 and shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each such prepayment shall be credited to prepay in direct order of maturity the unpaid amounts due on the next eight scheduled quarterly installments of the Term Loans and thereafter to the remaining scheduled quarterly installments of the Term Loans on a pro rata basis.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued by the Borrower or incurred by any Group Member Restricted Subsidiary after the Acquisition Effective Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of promptly upon such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (b) If on any date after the Acquisition Effective Date the Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three five (35) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant each Excess Cash Flow Application Date (as defined below)commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, 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 of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an amount (equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the “ECF Application Amount”) equal to (i)(A) extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), Payment Period toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Each Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten (10) days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), 7.1(a) for the Fiscal Year fiscal year of the Borrower with respect to which such prepayment is made, made are required to be delivered to the Lenders and Lenders. (d) Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to clause (b) with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period, in each case attributable to a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the date repatriation of such financial statements are actually deliveredNet Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities. (de) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 4.2 and Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency. (f) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 4.2 (a)-(e) shall be applied applied, without premium or penalty (other than in connection with a Repricing Event) first, to the prepayment of the Term Loans in accordance with Section 2.17(b)4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis. The application of any prepayment pursuant to this Section 2.11 4.2 shall be made, first, to ABR Loans and, second, to Eurodollar Eurocurrency Loans. Each prepayment of the Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11. (g) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) such Declined Prepayments shall be applied pro rata to all Term Loans of each Term Lender that did not elect to decline such prepayment, and (ii) to the extent of any excess, such Declined Prepayments shall be retained by the Borrower. (h) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Revolving Extension of Credit exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Extensions of Credit (so calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable, provided that, in the case of prepayments of Revolving Loans, if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent.

Mandatory Prepayments. (ai) If If, after giving effect to any Indebtedness shall be issued termination or incurred by reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or any Group Member (excluding any Indebtedness incurred reduction in accordance with the Aggregate Elected Commitment Amounts pursuant to Section 7.2, other than paragraph (g) thereof2.06(c), an amount equal to 100% of the Net Cash Proceeds thereof total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall be applied (A) prepay the Borrowings on the date of such issuance termination or incurrence toward the prepayment reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Term Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.11(d2.08(j). (bii) If on Upon any date any Group Member shall receive Net Cash Proceeds from any Asset Sale redetermination of or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward adjustment to the prepayment amount of the Term Loans as set forth Borrowing Base in accordance with Section 2.11(d2.07(d) or Section 8.13(c); provided, thatif a Borrowing Base Deficiency shall result therefrom, notwithstanding then the foregoingBorrower shall eliminate such Borrowing Base Deficiency by electing to (w) make such prepayment and/or deposit of cash collateral in an aggregate principal amount equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, (ix) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the aggregate Net Cash Proceeds first installment being due and payable thirty (30) days after the Borrower’s receipt of Asset Sales notice of the redetermined or adjusted Borrowing Base, and Recovery Events that may be excluded from each subsequent installment being due and payable on the same day in each of the five (5) subsequent calendar months, (y) provide additional Oil and Gas Properties or other collateral acceptable to each of the Lenders in their sole discretion (together with title information with respect thereto acceptable to the Administrative Agent) sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base; or (z) effect any combination of the foregoing requirement clause (w), clause (x) and clause (y) in amounts necessary to eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to a Reinvestment Notice this Section 3.04(c)(ii) must be made on or prior to the Termination Date. The Borrower shall not exceed $15,000,000 make such election in any Fiscal Year writing to the Administrative Agent within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base. If a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower and (ii) shall pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect such Borrowing Base Deficiency to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans held as set forth cash collateral as provided in Section 2.11(d2.08(j). (ciii) IfUpon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f) if a Borrowing Base Deficiency shall result therefrom, for any Fiscal Year of then the Borrower commencing with shall (A) prepay the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply Borrowings in an aggregate principal amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the relevant ECF Percentage minus (ii) Borrowings as a result of an LC Exposure, pay to the aggregate Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make the foregoing prepayment and/or deposit of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but cash collateral prior to or contemporaneously with the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions closing date of the Revolving Commitmentsapplicable disposition, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 deliveredLiquidation. (div) Amounts to be applied in connection with prepayments made Each prepayment of Borrowings pursuant to this Section 2.11 3.04(c) shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be madeapplied, first, ratably to any ABR Loans Borrowings then outstanding, and, second, to Eurodollar Loans. any SOFR Borrowings then outstanding, and if more than one SOFR Borrowing is then outstanding, to each such SOFR Borrowing in order of priority beginning with the SOFR Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the SOFR Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.11 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidextent required by Section 3.02.

Mandatory Prepayments. (a) If at any Indebtedness time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred immediately repay the Swingline Loans and the Revolving Loans in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied on as follows: first, to the date of such issuance or incurrence toward Swingline Loans to the full extent thereof; second, to the Base Rate Loans to the full extent thereof; and third, to the Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Term Loans as set forth aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in Section 2.11(d)an amount equal to such excess plus any accrued and unpaid fees thereon. (b) If on To the extent there are any date additional mandatory prepayments required in connection with the incurrence of any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofIncremental Term Loans, such Net Cash Proceeds prepayments shall be applied within three (3) Business Days of such date toward as follows: first, to the prepayment Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Term Loans as set forth in Section 2.11(d)Loan Documents; providedsecond, that, notwithstanding to all reimbursable expenses of the foregoing, (i) Lenders and all fees and reimbursable expenses of the aggregate Net Cash Proceeds of Asset Sales Issuing Bank then due and Recovery Events that may be excluded from the foregoing requirement payable pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment DateLoan Documents, 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 2.11(d). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 pro rata to the Lenders and (ii) the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Incremental Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Incremental Term Loans, and applied to installments of the Incremental Term Loans in inverse order of maturity; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date such financial statements are actually delivered. (d) Amounts to plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be applied in connection with permanently reduced by the amount of any prepayments made pursuant to Section 2.11 shall be applied to clauses fifth through seventh above, unless an Event of Default has occurred and is continuing and the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidRequired Revolving Lenders so request.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 5,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If In each Fiscal Year: (i) the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Permitted Prepayment Asset Sale Proceeds to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such time that the amount of Shared Proceeds paid to the Mandatory Prepayment Indebtedness pursuant to this Section 2.05 exceeds US$50,000,000 (or the US Dollar equivalent thereof) in such Fiscal Year; and (ii) if, at any time during such Fiscal Year, the amount of Shared Proceeds received in such Fiscal Year by the Company and its Subsidaries and paid to the Mandatory Prepayment Indebtedness shall be issued pursuant to this Section 2.05 exceeds US$50,000,000 (or incurred by any Group Member the US Dollar equivalent thereof) (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofthe “Shared Proceeds Trigger” for such Fiscal Year), an amount equal then after the Shared Proceeds Trigger and until the last day of such Fiscal Year, the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Permitted Prepayment Asset Sale Proceeds of any Permitted Prepayment Asset Sales received by the Company after such Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if and for so long as any “Default” or “Event of Default” is continuing under, and as defined in, the Major Derivative Counterparty Loan or the BBVA Loan, the Company shall and shall cause each of its Subsidiaries to prepay 100% of the Net Cash Proceeds thereof of any Pledged Entity Asset Sales to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided that, in the case of clauses (i) and (ii) above, if and for so long as no Default or Event of Default is continuing hereunder and the Company has delivered a Reinvestment Certificate within the applicable Required Payment Period for such Permitted Prepayment Asset Sale, up to 50% of the Shared Permitted Prepayment Asset Sale Proceeds (other than the Disposition of any of the Banorte Shares) may be used for Investments in long-term productive assets used in the Company’s Core Business during the Reinvestment Period for such Permitted Prepayment Asset Sale; provided, further, that any such amount of Shared Permitted Prepayment Asset Sale Proceeds used for Investments in long-term productive assets used in the Company’s Core Business shall not be applied on counted against the date thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Shared Permitted Prepayment Asset Sale or Recovery Event thenProceeds is not ultimately applied to such Investments within the Reinvestment Period pursuant to the preceding proviso, unless a Reinvestment Notice shall be delivered in respect thereof, any remaining portion of such Net Cash Shared Permitted Prepayment Asset Sale Proceeds shall be applied within three (3) Business Days of such date toward to prepay the prepayment of Mandatory Prepayment Indebtedness or the Term Loans Other Prepayment Indebtedness, as set forth applicable pursuant to the thresholds in Section 2.11(d); provided, that, notwithstanding the foregoing, clauses (i) and (ii) above, on the aggregate Required Repayment Date. Notwithstanding anything herein to the contrary, 100% of the 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 $15,000,000 in any Fiscal Year Disposition of any of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 Banorte Shares shall be applied to the prepayment of the Term Loans Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to the thresholds in accordance with Section 2.17(b). The application clauses (i) and (ii) above, within the applicable Required Payment Period, and none of the Net Cash Proceeds thereof may be used for Investments in long-term productive assets in the Company’s Core Business or any purpose other than prepayment of the Mandatory Prepayment Indebtedness or Other Prepayment Indebtedness, as applicable. (b) In each Fiscal Year: (i) the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Casualty Event Proceeds to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such time that the amount of Shared Proceeds received by the Company and its Subsidiaries exceeds US$50,000,000 (or the US Dollar equivalent thereof) in such Fiscal Year; and (ii) if, at any time during such Fiscal Year, a Shared Proceeds Trigger occurs, then after such Shared Proceeds Trigger and until the last day of such Fiscal Year, the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of such Shared Casualty Event Proceeds received by the Company after such Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if and for so long as any “Default” or “Event of Default” is continuing under, and as defined in, the Major Derivative Counterparty Loan or the BBVA Loan, the Company shall and shall cause each of its Subsidiaries to prepay 100% of the Net Cash Proceeds of any prepayment Pledged Entity Casualty Event to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided that, if and for so long as no Default or Event of Default is continuing hereunder, and (i) the Shared Casualty Events Proceeds of any Casualty Event do not exceed (A) US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the holders of more than 50% of the then aggregate outstanding principal amount of the Major Derivative Counterparty Loan (such consent not to be subject to a fee or to be unreasonably withheld) or (B) US$55,000,000 (or the US Dollar Equivalent thereof) in any event and (ii) the Company has (A) filed a claim in respect of such Casualty Event within five (5) Business Days thereof and (B) delivered a Casualty Certificate within ten (10) Business Days following the filing of such claim, all (but no more than US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the holders of more than 50% of the then aggregate outstanding principal amount of the Major Derivative Counteryparty Loan or US$55,000,000 (or the US Dollar Equivalent thereof) in any event) of such Shared Casualty Events Proceeds from such Casualty Event may be used to Restore any such affected Properties during the Reinvestment Period; provided, further, that any such amount of Shared Casualty Events Proceeds from such Casualty Event used to Restore any such affected Properties shall not be counted against the thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such Shared Casualty Events Proceeds from such Casualty Event is not ultimately applied to Restore any affected Properties within the Reinvestment Period pursuant to Section 2.11 the preceding proviso, any remaining portion of such Shared Casualty Events Proceeds from such Casualty Event shall be madeapplied to prepay the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, firstas applicable pursuant to the thresholds in clauses (i) and (ii) above, on the Required Repayment Date. (c) The Company shall, and shall cause each of its Subsidiaries to, apply 100% of the Net Cash Proceeds of the issuance of any Indebtedness of the Company or any of its Subsidiaries (other than the issuance of Indebtedness permitted by Section 7.16 (Limitations on Incurrence of Additional Indebtedness)) to ABR Loans andprepayment of the Other Prepayment Indebtedness within five (5) Business Days following the receipt thereof. (d) If the Company incurs any Permitted Refinancing Indebtedness with respect to any Other Prepayment Indebtedness (including any partial Refinancings thereof), secondand such Permitted Refinancing Indebtedness consists of: (i) Permitted Refinancing Indebtedness raised in the debt capital markets, the Company shall apply 100% of the Net Cash Proceeds of such Permitted Refinancing Indebtedness to Eurodollar Loans. Each prepayment of the Other Prepayment Indebtedness within five (5) Business Days following the receipt thereof; or (ii) any other Permitted Refinancing Indebtedness, the Company shall apply 100% of the Net Cash Proceeds of such Permitted Refinancing Indebtedness to the prepayment of Mandatory Prepayment Indebtedness within five (5) Business Days following the receipt thereof. (e) Any mandatory prepayment of Other Prepayment Indebtedness shall be made on a pro rata basis according to the Other Prepayment Pro Rata Amounts for such Other Prepayment Indebtedness. (f) Any mandatory prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest paid in US Dollars and applied to the date of such prepayment all Minor Derivative Counterparty Loans on the amount prepaida pro rata basis according to each Minor Derivative Counterparty’s Pro Rata Share.

Mandatory Prepayments. (a) If Upon the occurrence of any Indebtedness shall be issued Equity Issuance by the Company or incurred by any Group Member (excluding any Indebtedness incurred of its Subsidiaries resulting in accordance with Section 7.2, other than paragraph (g) thereof)Net Cash Proceeds in excess of $100,000, an amount equal to 10060% of the Net Cash Proceeds thereof shall be applied on within ten (10) Business Days of the date of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d2.23(c). (b) If on any date the Company or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofthereof (within ten (10) Business Days of such Asset Sale, Purchase Price Refund or Recovery Event), such Net Cash Proceeds shall be applied within three (3) on the 11th Business Days of Day following such date Asset Sale, Purchase Price Refund or Recovery Event toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d2.23(c); 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 $15,000,000 250,000 in any Fiscal Year fiscal year of the Borrower Company; and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) If, for any Fiscal Year of and the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions payment of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d2.23(c). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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. (dc) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 2.23(a) and Section 2.23(b) shall be applied first, to the prepayment of the Term Loans in accordance with Section 2.17(b)Loans, and second, to the prepayment of the Revolving Loans, but not the reduction of the Revolving Commitments. The application of any prepayment pursuant to this Section 2.11 shall be made, first, to ABR Loans andBase Rate Loans, second, to Eurodollar Index Rate Loans, and, third, to LIBOR Loans. Each prepayment of the Loans under this Section 2.11 (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. (d) To the 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 excess 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 (2) the date the aggregated amount of outstanding Borrowing Base Obligations no longer exceeds the Borrowing Base, at which time the cash collateral shall be paid to the Company. (e) If the Administrative Agent determines, based on its 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 fiscal year was less than $11,500,000, or if such audited financial statements are not delivered to the Administrative Agent within 30 days of the date on which they are due, the Borrowers shall, within 10 Business Days after the Administrative Agent makes a written demand therefor, prepay the Term Loans in an aggregate amount of $2,000,000.

Mandatory Prepayments. (a) If any Indebtedness Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with Section 7.2, other than paragraph (gd) thereof), an amount equal below and (ii) deliver to 100% the Administrative Agent a certificate signed by any Financial Officer of the Net Borrower setting forth the amount, if any, of Excess Cash Proceeds thereof Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall be applied repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such issuance or incurrence toward termination. In the prepayment event of any partial reduction of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenRevolving Credit Commitments, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, then (i) at or prior to the aggregate Net Cash Proceeds effective date of Asset Sales such reduction, the Administrative Agent shall notify the Borrower and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year Revolving Credit Lenders of the Borrower Aggregate Revolving Credit Exposure after giving effect thereto and (ii) on each Reinvestment Prepayment Dateif the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, 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 2.11(d). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, then the Borrower shall, on the relevant Excess Cash Flow Application Date date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as defined provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), apply an a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount (the “ECF Application Amount”) equal to (i)(A) of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus prepayment and (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier later of (iA) the date on which the financial statements a Responsible Officer of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which becomes aware that such prepayment is made, are required to will be delivered to the Lenders made and (iiB) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment on event and a reasonably detailed calculation of the amount prepaidNet Proceeds therefrom.

Mandatory Prepayments. (ai) If for any reason the Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans the Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (ii) If on any date the Borrower or any of its Subsidiaries (except its Excluded Subsidiaries, and Pinnacle Towers and its Subsidiaries prior to the date of the Permitted Securitization) shall receive Net Cash Proceeds from (A) any incurrence of Indebtedness shall be issued by the Borrower or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2such Subsidiaries, other than paragraph Indebtedness permitted pursuant to Section 7.01, (gB) thereof)any Asset Sale, an amount equal to 100% of the Net Cash Proceeds thereof of which, when taken together with the Net Cash Proceeds of all other Asset Sales consummated from the Closing Date, exceed $1,000,000 or (C) any Extraordinary Receipts, the Net Cash Proceeds of which exceed $50,000 from any individual or series of events, then 100% of such Net Cash Proceeds (1) shall be applied on the date third Business Day following receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans, or (2) if no there are Loans as set forth in Section 2.11(d)outstanding, shall be used to Cash Collateralize the Letters of Credit. (biii) If on any date the Borrower or any Group Member of its Subsidiaries (except its Excluded Subsidiaries, and Pinnacle Towers and its Subsidiaries prior to the date of the Permitted Securitization) shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenEvent, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of such Net Cash Proceeds shall be applied within three (3) on the third Business Days Day following receipt of such date Net Cash Proceeds toward the prepayment of the Term Loans, or, if there are no Loans as set forth in Section 2.11(d)outstanding, to Cash Collateralize the Letters of Credit; provided, that, notwithstanding provided that such prepayment shall not be required if all of the foregoing, following requirements are satisfied: (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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loanssuch Net Cash Proceeds is not greater than $5,000,000, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) such Net Cash Proceeds are (A) reinvested in other like assets within 180 days of the date Recovery Event that gave rise to such financial statements are actually delivered. Net Cash Proceeds or (dB) Amounts committed to be applied reinvested in connection with prepayments made other like assets within 180 days of such Recovery Event and reinvested in such assets within 270 days of such Recovery Event, (iii) such Net Cash Proceeds are held in a segregated deposit account that is subject to a perfected first priority security interest in favor of Administrative Agent for the benefit of the Agents and the Lenders, and (iv) the reinvestment or commitment to reinvest such Net Cash Proceeds pursuant to Section 2.11 shall be applied to clause (ii) above is pre-approved in writing by the prepayment of the Term Loans Required Lenders in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidtheir reasonable discretion.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued or incurred by any Group Member after the Closing Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). (b1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). (2) Notwithstanding the foregoing, to the extent that (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 local 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) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant each Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation apply the ECF Percentage of the excess, if any, of (i) Excess Cash FlowFlow for the related Excess Cash Flow Payment Period minus (ii) to Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the extent accompanying permanent optional reductions option of the Revolving CommitmentsBorrower, on or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during prior such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten (10) days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), 7.1(a) for the Fiscal Year fiscal year of the Borrower with respect to which such prepayment is made, made are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 4.2 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, 4.8 and first, to ABR Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (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 under Section 4.2(a) is a Repricing Transaction, the repayment shall be subject to Section 4.1(d).

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (gPermitted Refinancing Obligations in respect of Term Loans) thereof)shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on not later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member 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 to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than 10 Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (ii) on the prepayment of date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d)2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29March 31, 2012 2014, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans (x) during such Fiscal Year fiscal year (or which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the current Fiscal Year but prior to period beginning with the relevant day following the last day of such fiscal year and ending on the Excess Cash Flow Application DateDate and stated by the Borrower to be prepaid pursuant to this Section 2.12(c)(ii)(y), in which each case other than to the extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans and with respect to prepayments pursuant to Section 2.11 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be made, first, applied first to Term Loans that are ABR Loans and, second, to Eurodollar Loansthe full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this 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 Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche A Term Loans) a notice (each, a “Tranche 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 Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. (f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (g) Notwithstanding any other provision of this Section 2.12, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.12(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Tranche B Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), shall be incurred by the Borrower or any of its Restricted Subsidiaries an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Group Member of the Borrower or any Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, that, provided that notwithstanding the foregoing, on the date (ithe “Trigger Date”) that is six months after 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each applicable Reinvestment Prepayment Date, the Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed 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 2.11(d)not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower Parent commencing with the Fiscal Year fiscal year ending January 29on or nearest to December 31, 2012 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) fiscal year to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, Commitments and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior fiscal year, in each case other than to the relevant Excess Cash Flow Application Date, in which case extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days ten Business Days after the earlier of (i) the date on which the financial statements of the Borrower Parent referred to in Section 6.1(a), for the Fiscal Year 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 2.12 shall be applied applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full and, second, to the prepayment of the Revolving Loans in accordance with Section 2.18(c) and, to the extent of any excess, to provide cover for L/C Obligations as specified in Section 8. Any such mandatory prepayment of the Revolving Loans pursuant to Section 2.12 shall not result in a mandatory reduction of the Revolving Commitments. The application of any prepayment pursuant to Section 2.11 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12 that is allocated to Term Loans (which, for avoidance of doubt, includes any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above and (ii) the Borrower shall offer to pay to such accepting Term Lenders an amount equal to the portion of the aggregate Prepayment Amount not accepted by the relevant Term Lenders, and (to the extent accepted by any or all of such accepting Term Lenders) such amount shall be applied to the prepayment of the Term Loans held by such Term Lenders ratably based upon the aggregate principal amount of such Loans; provided that, following such offer and application, any amount remaining unapplied shall be returned to the Borrower.

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof)shall be incurred by Holdings or any of its Restricted Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on not later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Group Member Loan Party 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 within three (3) not later than five Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, that, 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 $15,000,000 in any Fiscal Year of the Borrower and (iix) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (y) on the prepayment of 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 2.11(d)2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower Holdings commencing with the Fiscal Year fiscal year ending January 29September 30, 2012 2012, there shall be Excess Cash Flow, the Borrower Holdings shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) fiscal year to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, Commitments and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior fiscal year, in each case other than to the relevant Excess Cash Flow Application Date, in which case extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten days after the earlier of (i) the date on which the financial statements of the Borrower Holdings referred to in Section 6.1(a), for the Fiscal Year 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.11 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Eurocurrency Loans. Each prepayment of the Term Loans under Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) If as of the last Business Day of each calendar month (computed by the Administrative Agent using the current exchange rate as of such Business Day and promptly notified to the Multicurrency Revolving Lenders and the Borrower) the Dollar Amount of the aggregate outstanding principal amount of the Revolving Loans shall exceed 105% of the aggregate Revolving Commitments, the Borrower shall, within five Business Days after the Borrower’s receipt of such notice, prepay Multicurrency Revolving Loans in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of such Revolving Loans does not exceed the Revolving Commitments as of such Business Day. (f) Notwithstanding anything to the contrary in Sections 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and each Tranche of New Term Loans (such amount for such Class, the “Prepayment Amount”, and each such Class, an “Applicable Class”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such Prepayment Amount to the Applicable Class of Term Loans as provided in paragraph (d) above, on the date specified in this 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 Tranche B Term Lender and each New Term Lender a notice substantially in the form of Exhibit L (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 Tranche B Term Lender and each New Term Lender a Prepayment Option Notice, which shall be in a form reasonably satisfactory to 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, each Applicable Class of Loans of such Lender by an amount equal to the portion of the Prepayment Amount for such Class indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Applicable Class of Term Loans. Each Tranche B Term Lender and each New Term Lender may reject all or a portion of its Prepayment Amount of the Applicable Class by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Prepayment Amount for each Applicable Class to be rejected by such Lender); provided that any Lender’s failure to so reject such Prepayment Amount for any Applicable Class shall be deemed an acceptance by such Term Lender of such Prepayment Option Notice for such Applicable Class and the amount to be prepaid in respect of Term Loans of such Applicable Class held by such Lender. On the Mandatory Prepayment Date, the Borrower shall (i) pay to the relevant Lenders the aggregate amount necessary to prepay that portion of the outstanding Term Loans of the Applicable Class in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above and (ii) prepay outstanding Tranche A Term Loans in an aggregate amount equal to the amounts declined by Lenders as described above; provided that, upon the making of such prepayments, any amount remaining unapplied (i.e., after the payment in full of the Tranche A Term Loans) shall be returned to the Borrower.

Mandatory Prepayments. (a) If Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), shall be incurred by a Borrower or any of its Restricted Subsidiaries an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Lenders shall otherwise agree, if on any date a Borrower or any Group Member Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, that, provided that notwithstanding the foregoing, on the date (ithe “Trigger Date”) that is six months after 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each applicable Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall not actually expended by such Trigger Date; provided further that such Net Cash Proceeds may be applied toward the applied, along with such prepayment of the Term Loans as set forth in Section 2.11(d(to the extent the Borrowers elect, or are required by the terms thereof), to purchase, redeem or repay any Permitted First Priority Refinancing Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans. (c) IfUnless the Required Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower Holdings commencing with the Fiscal Year fiscal year ending on or nearest to January 2931, 2012 2015, there shall be Excess Cash Flow, the Borrower Borrowers shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the sum of (A) the aggregate amount of all prepayments or cash collateralization of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans ABL Indebtedness during such Fiscal Year (or during fiscal year or, at the current Fiscal Year Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or commitments under the Canadian Revolving Commitments, as the case may be, ABL Facility and (B) all optional prepayments of the Term Loans during such Fiscal Year (or during fiscal year or, at the current Fiscal Year Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the relevant Excess Cash Flow Application Date, in which case pursuant to Section 2.11(a) and Section 2.27 and all optional prepayments or repurchases of Permitted First Priority Refinancing Debt during such amount shall not be deducted in any subsequent calculation of fiscal year or, at the Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the Excess Cash FlowFlow Application Date (with the amount of Term Loans prepaid pursuant to Section 2.27 or Permitted First Priority Refinancing Debt being prepaid or repurchased being equal to the lesser of the aggregate principal amount thereof and the cash purchase price therefor), in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days ten Business Days after the earlier of (i) the date on which the financial statements of the Borrower Holdings referred to in Section 6.1(a), for the Fiscal Year 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.11 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d), 2.18 or 10.7, with respect to the amount of any mandatory prepayment described in Section 2.12 that is allocated to Term Loans (which, for avoidance of doubt, includes any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrowers will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrowers, 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 Borrowers to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Mandatory Prepayment Date, the Borrowers shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above; provided that, following such offer and application, any amount remaining unapplied shall be offered by the Administrative Agent ratably to the Term Lenders not so declining such prepayment as a further prepayment hereunder (with such Lenders having the right to accept or decline such further prepayment at the time and in the manner specified by the Administrative Agent) and, to the extent such Term Lenders decline to accept further prepayment, any amount remaining unapplied (collectively, the “Declined Amounts”) shall be returned to the Borrowers. Notwithstanding anything herein to the contrary, the Lenders shall not be permitted to decline proceeds from any Credit Agreement Refinancing Indebtedness. (f) Notwithstanding any other provisions of this Section 2.12, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable organizational documents or (z) prohibited, delayed or restricted any agreement permitted by Section 7.13, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrowers to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.12 so long, but only so long, as the applicable local law or applicable organizational documents would not otherwise permit repatriation to the United States (the Borrowers hereby agree to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even if the Borrowers do not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.12), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable organizational documents (even if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than two Business Days) applied (net of an amount equal to the additional taxes that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrowers to the repayment of the Term Loans pursuant to this Section 2.12 and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have adverse tax cost consequences with respect to such Foreign Subsidiary Excess Cash Flow, an amount equal to such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.12; provided that for purposes of this Section 2.12, Excess Cash Flow shall be deemed allocable to each Foreign Subsidiary, with respect to any period, in an amount equal to (i) the Consolidated EBITDA of such Foreign Subsidiary for such period, divided by (ii) the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in respect of the Obligations). For the avoidance of doubt, nothing in this Agreement requires, or is intended to require, any actual repatriation of any Foreign Subsidiary Excess Cash Flow.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings, other than paragraph (g) thereof)the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on no later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If on any date Holdings, the Borrower or any Group Member 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 to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than five Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (iix) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (y) on the prepayment of date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date; provided that unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sales or Recovery Events, after giving effect to the reinvestment rights set forth herein, exceeds $25,000,000 in any fiscal year of the Borrower, no such prepayment shall be required pursuant to this Section 2.12(b). (c) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2017, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the sum of (A) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year fiscal year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) other than to the extent accompanying made with the proceeds of the incurrence of Indebtedness) and solely to the extent accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, Commitments and (B) all optional prepayments of the Term Loans during such Fiscal Year fiscal year (or during the current Fiscal Year but prior including optional prepayments pursuant to Section 2.11(b)), in each case other than to the relevant Excess Cash Flow Application Date, in which case extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to Section 2.11 2.12, such prepayments shall be made, first, applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans andor Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), secondthen, with respect to Eurodollar Loanssuch mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share (such amount, the “Declined Proceeds”) of any mandatory prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 a.m., on the date that is three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any Declined Proceeds by any Lender shall be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with the terms of this Agreement. (f) On each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 7.2(aa), the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay Term Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness. (g) Beginning on the Closing Date, the Borrower shall apply 100% of all cash proceeds net of all fees, commissions, costs and other expenses, from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any net proceeds), no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.29. (h) In the event and on such occasion that the total outstanding Revolving Extensions of Credit exceed the total Revolving Commitments, the Borrower shall prepay Revolving Loans and/or Swingline Loans (or, if no such Loans are outstanding, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the necessary aggregate then undrawn and unexpired amount of such Letters of Credit) made to the Borrower, in an aggregate amount equal to the amount by which the Revolving Extensions of Credit exceed the total Revolving Commitments. Each prepayment shall be applied to the Revolving Loans included in the repaid Loans such that each Revolving Lender receives its ratable share of such prepayment (based upon the respective Aggregate Exposures of the Revolving Lenders at the time of such prepayment).

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by the Parent Borrower or any Group Member of its Subsidiaries (excluding any Indebtedness incurred in accordance with permitted by Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d2.13(e). (b) If on On the date the Parent Borrower or any date any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within three (3) not later than five Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.13(e); provided, that, 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 $15,000,000 in any Fiscal Year of the Borrower and (iix) on each Reinvestment Prepayment Date, an amount equal to the unexpended portion of the Reinvestment Prepayment Amount (other than the Committed Reinvestment Amount) with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d2.13(e) and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, an amount equal to the Commitment Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by the Trigger Date shall be applied toward the prepayment of the Term Loans as set forth in Section 2.13(e). (c) If, for any Fiscal Year fiscal year of the Parent Borrower commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2008, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the ECF Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) fiscal year to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, Commitments and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior fiscal year, in each case other than to the relevant Excess extent any such prepayment is funded with the Net Cash Flow Application DateProceeds of any Asset Sale, in which case such amount shall not be deducted in any subsequent calculation Recovery Event, new long-term Indebtedness or issuance of Excess Cash Flow)Capital Stock, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.13(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five business days after the earlier of (i) the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the Fiscal Year fiscal year with respect to which such prepayment is being made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredLenders. (d) Amounts If, due to exchange rate fluctuations or for any reason whatsoever, the Total Revolving Extensions of Credit outstanding shall, at any time, exceed 105% of the Total Revolving Commitments (the amount of such excess, an “Excess Amount”), then within three Business Days of written notice from the Administrative Agent, the Borrowers shall first, prepay the Revolving Loans and/or Swingline Loans in an amount so as to, as nearly as possible, eliminate such Excess Amount; and second, if any Excess Amount shall remain after such prepayment, provide cash collateral or such other security on Cash Equivalents as the Administrative Agent may require in US Dollars or Canadian Dollars in an amount equal to the remaining Excess Amount, which collateral shall secure all Obligations outstanding and shall remain in the Administrative Agent’s possession until such Excess Amount is eliminated whereupon the collateral shall be released by the Administrative Agent to the Borrowers. Notwithstanding any other provision of this Agreement, including any provision contemplating a continuation or conversion, whenever an Excess Amount exists, (A) upon the last day of the Contract Period of any Banker’s Acceptance, the Canadian Borrower shall repay the Banker’s Acceptance, or (B) upon the last day of the Interest Period in respect of a Eurodollar Loan that is a Revolving Loan, the relevant Borrower shall repay the Eurodollar Loan, in each case to the extent necessary to cover the Excess Amount and any repayments under clauses (A) and (B) shall be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment reduction of the Term Loans in accordance with Section 2.17(b). Excess Amount. (e) The application of any prepayment of Term Loans pursuant to Section 2.11 2.13(a), (b) and (c) shall be mademade to the Term Loans on a pro rata basis and within each Facility of the Term Loans, first, to ABR the remaining Term Loans and, quarterly installments occurring within the next 12 months in the direct order of maturity and second, to Eurodollar Loansthe repayment of the then remaining Term Loan quarterly installments on a pro rata basis (based upon the then remaining principal amount of each such Term Loan quarterly installment). Each prepayment of the Loans under Section 2.11 2.13 (except in the case of Revolving Loans that are ABR Loans, US Base Rate Loans or Canadian Prime Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Notwithstanding the foregoing provisions of this Section 2.13 and subject to Section 3.5 with respect to Letters of Credit, if at any time any prepayment of the Loans pursuant to paragraph (a), (b), (c) or (d) of this Section 2.13 would result, after giving effect to the procedures set forth in this Agreement, in a Borrower being required to indemnify for breakage costs under Section 2.22 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, such Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid) to be held as security for the obligations of such Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be requested by such Borrower); provided that such unpaid Eurodollar Loans shall continue to bear interest in accordance with Section 2.14 until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, as the case may be, have or has been prepaid.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by the Borrower or any Group Member of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans. (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within three (3) five Business Days of following such date toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans; 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 $15,000,000 exceed, in any Fiscal Year fiscal year of the Borrower Borrower, an amount equal to 5% of Consolidated Total Assets as of the last day of the Borrower’s immediately preceding fiscal year, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans; provided, further, that, notwithstanding the foregoing, the Borrower shall not be required to prepay the Term Loans as set forth in Section 2.11(d)accordance with this paragraph (b) except to the extent that the Net Cash Proceeds from all Asset Sales which have not been so applied equals or exceeds $20,000,000 in the aggregate. (c) If, for any Fiscal Year fiscal year of the Borrower Borrower, commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2007, there shall be Excess Cash FlowFlow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or equal to 2.75 to 1.00, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) 50% of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days 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 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) Amounts to be applied If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative Currency LC Commitment, the Borrower shall, without notice or demand, within three Business Days after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain outstanding, cash collateralize Letters of Credit in connection with prepayments made pursuant to Section 2.11 shall be applied a manner satisfactory to the prepayment Administrative Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving Extensions of Credit do not exceed the Term Loans in accordance with Section 2.17(b). Total Revolving Commitments and the Alternative Currency LC Exposure does not exceed the Alternative Currency LC Commitment. (e) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidprepaid and shall in every case be without premium, charge or penalty on account of such prepayment except such as would otherwise be due on account of a prepayment prior to the last day of an Interest Period.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (gl) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 2,500,000 in any Fiscal Year fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). (c) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2015, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date 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 defined set forth in Section 2.11(d) below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by minus (B) solely to the relevant ECF Percentage minus (ii) extent not funded with the proceeds of Indebtedness, the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans pursuant to Section 2.10 made during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d)fiscal year. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Fiscal Year 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.11; provided, that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the 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 2.11, if any Term Lender shall notify the Administrative Agent (i) on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (b) or (ii) at least one Business Day prior to the date of a prepayment under Section 2.11(c) that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) shall be offered in accordance with the mandatory prepayment provisions of the Second Lien Credit Agreement (or the applicable corresponding provisions of any document governing any Permitted Refinancing Indebtedness with respect thereto) and, if declined by the lenders thereunder, may be retained by the Borrower.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued or incurred by any Group Member after the Closing Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). (b1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). (2) Notwithstanding the foregoing, to the extent that (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 local 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) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant each Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation apply the ECF Percentage of the excess, if any, of (i) Excess Cash FlowFlow for the related Excess Cash Flow Payment Period minus (ii) to Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the extent accompanying permanent optional reductions option of the Revolving CommitmentsBorrower, on or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during prior such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten (10) days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), 7.1(a) for the Fiscal Year fiscal year of the Borrower with respect to which such prepayment is made, made are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 4.2 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, 4.8 and first, to ABR Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The TotalAdditional Term B Commitment (and the Term Commitments of each Lender) shall terminate in its entirety at 5:00 p.m., New York City time, on the Closingupon funding on the Amendment No.1

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, 7.2 (other than paragraph (g) thereofIndebtedness incurred in accordance with Section 7.2(i))), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d2.11(e); provided, that the foregoing percentage shall be reduced to 50% if the Consolidated Leverage Ratio as of the last day of the period of four consecutive fiscal quarters most recently ended is less than or equal to 2.0 to 1.0 and the Consolidated Fixed Charge Coverage Ratio as of the last day of the period of four consecutive fiscal quarters most recently ended is greater than 1.0 to 1.0. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.11(e); provided, that, notwithstanding the foregoing, (i) up to $1,000,000 of 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 $15,000,000 in any Fiscal Year fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d2.11(e). (c) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year ending January 29Borrower, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d2.11(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Fiscal Year 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 deliveredLenders. (d) If on any date any Group Member shall receive Net Cash Proceeds from any capital contribution to, or issuance of Capital Stock of, any Group Member (other than pursuant to any employee stock, stock option compensation plan or an equity investment by the Equity Investors or any of their respective Affiliates to the Borrower), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such capital contribution or issuance toward the prepayment of the Loans as set forth in Section 2.11(e); provided, that the foregoing percentage shall be reduced to 50% to the extent that the Consolidated Leverage Ratio on a pro forma basis after giving effect such contribution or issuance is less than or equal to 2.0 to 1.0. (e) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) No repayment or prepayment pursuant to this Section 2.11 or Section 2.10 shall affect any of the Borrower’s obligations under any Swap Agreement.

Mandatory Prepayments. (a) If any Indebtedness Subject to the terms of the Intercreditor Agreement, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred prepay the Loans in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof received by an Obligor on account of a Prepayment Event; provided, however, that, so long as no Cash Dominion Event or Event of Default shall have occurred and be applied continuing, Net Cash Proceeds on the date account of such issuance a Prepayment Event described in clause (a) or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member of the definition of Prepayment Event shall receive not be required to be so applied to the extent an Obligor uses (or commits to use pursuant to a binding agreement) such Net Cash Proceeds to acquire or repair assets consisting of Term Loan Priority Collateral (to the extent such Net Cash Proceeds arose from any Asset Sale or Recovery Event then, unless the a Reinvestment Notice shall be delivered in respect thereofDisposition of Term Loan Priority Collateral) within 180 days of the receipt of such Net Cash Proceeds (and if so committed but not reinvested within such 180 day period, such Net Cash Proceeds shall be applied are so reinvested within three (3) Business Days 270 days of the receipt of such date toward the prepayment of the Term Loans as set forth in Section 2.11(dNet Cash Proceeds); provided, that, notwithstanding the foregoing, it being expressly agreed that (iA) the aggregate any such Net Cash Proceeds of Asset Sales and Recovery Events that may not reinvested or committed to be excluded from reinvested within the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event initial 180 day period shall be 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 paid to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of repay the Term Loans in accordance with Section 2.17(b). The application within five Business Days following the expiration of such 180 day period and (B) any prepayment pursuant such Net Cash Proceeds committed to Section 2.11 be reinvested during the initial 270 day period and not so reinvested within such 270 day period shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest paid to the date Lenders and applied to repay the Term Loans within five Business Days following the expiration of such prepayment on the amount prepaid270 day period.

Mandatory Prepayments. (a) If on any Indebtedness date the sum of (i) the --------------------- aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) plus (ii) the Letter of Credit Outstandings on such date exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall be issued repay on such date the principal of Swingline Loans, and if no Swingline Loans are or incurred by any Group Member (excluding any Indebtedness incurred remain outstanding, Revolving Loans, in accordance with Section 7.2, other than paragraph (g) thereof), an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the Term Loans aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as set forth then in Section 2.11(deffect, the Borrower agrees to pay to the Agent an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Agent until the proceeds are applied to the secured obligations). (b) If With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and the specific Borrowing(s) pursuant to which made; provided, that (i) Eurodollar -------- Loans may be designated for repayment pursuant to this Section 4.02 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (ii) if any date any Group Member repayment of Eurodollar Loans made pursuant to a single Borrowing shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenreduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, unless a Reinvestment Notice such Borrowing shall be delivered in respect thereof, such Net Cash Proceeds immediately converted into Base Rate Loans; and (iii) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied within three (3) Business Days of pro rata among such date toward the prepayment of the Term Loans as set forth in Section 2.11(d)Revolving Loans; 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 no repayment --- ---- -------- pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (iiSection 4.02(a) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward to any Revolving Loans of a Defaulting Bank at any time when the prepayment aggregate amount of the Term Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as set forth described in the preceding sentence, the Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11(d)1.11. (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior Notwithstanding anything to the relevant Excess Cash Flow Application Datecontrary contained elsewhere in this Agreement, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) all then outstanding Swingline Loans shall be repaid in full on 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 Swingline Expiry Date and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 all outstanding Revolving Loans shall be applied to the prepayment of the Term Loans repaid in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment full on the amount prepaidMaturity Date.

Mandatory Prepayments. (a) If In the event of any Indebtedness shall termination of all the Revolving Credit Commitments, the Revolving Borrowers shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank) all outstanding Letters of Credit issued by each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or incurred by at any Group Member other time (excluding including on any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofCalculation Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Revolving Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess. (b) Not later than the Asset Sale Prepayment Date with respect to any Asset Sale, the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds thereof received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided that (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred since the 2016 Restatement Date, from the 2016 Restatement Date) exceeds $100,000,000 (or, if an asset sale offer or prepayment is required at a lower threshold under the definitive documentation governing any Material Indebtedness, such lower threshold) and (ii) with respect to the Net Cash Proceeds of any Asset Sale, to the extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase Senior Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations with the proceeds of such Asset Sale, the Net Cash Proceeds to be applied to prepay outstanding Term Loans pursuant to this clause (b) shall be applied reduced by an amount equal to the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the date Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such issuance Senior Secured Notes and the outstanding principal amount of Term Loans. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2016, and (ii) the date that is 10 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 3.0 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or incurrence toward equal to 3.0 to 1.0 and greater than 2.5 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended (it being understood that no prepayment pursuant to this Section 2.13(c) shall be required in respect of the fiscal year then ended if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.5 to 1.0), in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness minus (C) the amount of cash used to make permanent voluntary prepayments, repurchases or redemptions, as the case may be, of Term Loans pursuant to Section 2.12(b) or 9.04(m) or of Senior Secured Notes (and the repayment or redemption of Senior Secured Notes upon the maturity thereof) during such fiscal year but only to the extent that the Term Loans and Senior Secured Notes so prepaid, repaid, repurchased or redeemed, as the case may be, by their terms cannot be reborrowed, redrawn or resold and such prepayments, repayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Term Loans and Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans as set forth pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow and (2) a fraction, the numerator of which is the outstanding principal amount of such Senior Secured Notes with respect to which such a requirement to prepay exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans. (d) In the event that any Loan Party or any Subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any Subsidiary of a Loan Party (other than any cash proceeds from Indebtedness permitted by Section 2.11(d6.01), the Borrowers shall, substantially simultaneously with (and in any event not later than the fourth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f). (be) If Notwithstanding the foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent in consultation with Holdings, to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers and will be added to the Available Amount. (f) Subject to Section 2.13(e), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata to each Class of Term Loans and applied to the remaining scheduled installments of principal due pursuant to clauses (i), (ii) and (iv) of Section 2.11(a) as directed by the applicable Borrower (and absent any such direction, in direct order of maturity against the remaining scheduled installments of principal due). (g) Each applicable Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least four Business Days prior irrevocable written notice of such prepayment, which notice, in the case of any prepayments required under Section 2.13(b) or Section 2.13(d), may be conditioned upon the receipt by Holdings or a Subsidiary of the Net Cash Proceeds referred to therein or the occurrence of any other event. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) Notwithstanding the foregoing provisions, to the extent that repatriating any date any Group Member shall receive or all of the Net Cash Proceeds from any Asset Sale or Recovery Event thenExcess Cash Flow attributable to a Foreign Subsidiary (x) would result in material adverse tax consequences to Holdings or any Subsidiary or (y) is prohibited or delayed by applicable local law from being repatriated to any jurisdiction that would enable such amounts to be applied to prepayment pursuant to this Section 2.13 (in the case of the foregoing clauses (x) and (y), unless a Reinvestment Notice as reasonably determined by Holdings in good faith, which determination shall be delivered in respect thereofconclusive), the portion of such Net Cash Proceeds shall or Excess Cash Flow so affected will not be required to be applied within three (3) Business Days of in compliance with the foregoing provisions, and such date toward amounts may be retained by the prepayment of the Term Loans as set forth in Section 2.11(d)applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred to any other Foreign Subsidiary; provided, however, that, notwithstanding in the foregoingcase of this clause (y), (i) if the aggregate Net Cash Proceeds or Excess Cash Flow the repatriation of Asset Sales which is prohibited or delayed by applicable local law exceeds $10.0 million, Holdings shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and Recovery Events that may if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow can be excluded from achieved such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied (whether or not repatriation actually occurs), in compliance with the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 provisions (A) in any Fiscal Year the case of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by within 10 Business Days thereafter and (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may beof Net Cash Proceeds from Any Asset Sale, and all optional prepayments of within the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth time periods specified in Section 2.11(d). Each such prepayment shall be made on a date 2.13(b) above (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 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) measured from the date such financial statements are Net Cash Proceeds can be repatriated, whether or not such repatriation actually deliveredoccurs). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued or incurred by any Group Member after the Closing Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). (b1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). (2) Notwithstanding the foregoing, to the extent that (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 local 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) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant each Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation apply the ECF Percentage of the excess, if any, of (i) Excess Cash FlowFlow for the related Excess Cash Flow Payment Period minus (ii) to Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the extent accompanying permanent optional reductions option of the Revolving CommitmentsBorrower, on or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during prior such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten (10) days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), 7.1(a) for the Fiscal Year fiscal year of the Borrower with respect to which such prepayment is made, made are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 4.2 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, 4.8 and first, to ABR Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Additional Term B-1 Commitment shall terminate upon funding on the Amendment No.1 2 Effective Date. (f) For the avoidance of doubt, if any prepayment under Section 4.2(a) made on or prior to the firstsix month anniversary of the Amendment No. 12 Effective Date is a Repricing Transaction, the repayment shall be subject to Section 4.1(d).

Mandatory Prepayments. (ai) If Upon the receipt by Equistar or any Indebtedness shall be issued or incurred by any Group Member of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (ga Joint Venture Subsidiary) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofof any Prepayment Event, such Net Cash Proceeds the Borrowers shall be applied within three (3) Business Days of such date toward prepay the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to lesser of (i) the relevant Reinvestment Event shall be applied toward the prepayment outstanding principal amount of the Term Loans as set forth and (ii) such Net Cash Proceeds in Section 2.11(d). accordance with (and subject to) subsection (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 made not later than the third Business Day following receipt of such Net Cash Proceeds; provided that if the Net Cash Proceeds in respect of any Prepayment Event arising from an Asset Sale of Collateral or receipt of Major Casualty Proceeds are less than $10,000,000, no such prepayment shall be required until the amount of such Net Cash Proceeds, together with the amount of all other Net Cash Proceeds in respect of Prepayment Events arising from Asset Sales of Collateral or receipt of Major Casualty Proceeds in respect of which no prepayment under this subsection (b) shall have theretofore been made because such Net Cash Proceeds aggregated less than $10,000,000, are equal to the Lenders and at least $10,000,000. (ii) If at any date the date Total Outstandings exceed the Maximum Facility Availability calculated as of such financial statements date, then not later than the next succeeding Business Day, the Borrowers shall be required to take one of the following actions (as elected by the Borrowers): (A) prepay the Loans, (B) deposit cash in the Cash Collateral Account or (C) a combination of (A) and (B), in each case in an amount equal to such excess so that the Total Outstandings no longer exceed the Maximum Facility Availability. So long as either (x) no Default exists or (y) Total Outstandings are actually deliveredzero, any cash so deposited shall be released to the Borrowers if and to the extent that Total Outstandings, after giving effect to such release, would not exceed the Maximum Facility Amount. (diii) Amounts to be applied During each Sweep Period, all amounts collected in connection with prepayments made pursuant to Section 2.11 shall the Sweep Account will be applied to the prepayment repayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid(and subject to) subsection (c) below.

Mandatory Prepayments. (ai) If The net cash proceeds from the sale of any Indebtedness non-real estate assets (other than (1) sales of inventory in the ordinary course of business, (2) sales of assets to the extent the proceeds are applied to the repair or replacement of Collateral and (3) immaterial sales not exceeding US$50,000 in any fiscal year of Borrowers) of any of the Borrowers shall be issued or incurred used to repay the Term Loan. Any remaining excess proceeds from the sale of any non-real estate assets after payment in full of the Term Loan, shall be applied first to the Mortgage Loan and then to the Revolving Credit Facility. Prepayments under this subsection shall be due within ten (10) days of receipt of any cash proceeds. (ii) The net cash proceeds from the sale of any real estate assets of any of the Borrowers shall be used to repay the Mortgage Loan. Any remaining excess proceeds for the sale of any real estate, after application to the Mortgage Loan, shall be applied first to the Term Loan and then the Revolving Credit Facility. Prepayments under this subsection shall be due within ten (10) days of receipt of any cash proceeds. (iii) Fifty percent (50%) of the cash proceeds received by any Group Member Borrower from the issuance of debt securities by any Borrower, net of all costs and expenses associated with the issuance of such debt securities, shall be used to reduce Borrowers' obligations first under the Term Loan, second under the Mortgage Loan and third under the Revolving Credit Facility. Prepayments under this subsection shall be due within five (excluding 5) days of receipt of any Indebtedness incurred in accordance cash proceeds. (iv) Twenty-five percent (25%) of the cash proceeds received by any Borrower from the issuance of equity securities by any Borrower net of all costs and expenses associated with Section 7.2the issuance of such equity securities, other than paragraph shall be used to reduce Borrowers' obligations first under the Term Loan, second under the Mortgage Loan and third under the Revolving Credit Facility. Prepayments under this subsection shall be due within five (g5) thereof), days of receipt of any cash proceeds. (v) The Term Loan shall be prepaid by an amount equal to 100% twenty-five percent (25%) of UPET's consolidated net income plus depreciation and amortization (during the period under review) minus principal payments made and net cash capital expenditures (during the period under review), all computed in accordance with GAAP. The calculations and prepayments shall be effected for the six months prior to each fiscal year and for each intervening six month period and for any "short" fiscal year due to a change in UPET's fiscal year, provided that the first period to which this subsection is applicable shall be the six month period ending June 30, 2000 or the end of the Net Cash Proceeds thereof "short" fiscal year if a change in UPET's fiscal year occurs prior to June 30, 2000. Prepayments under this subsection shall be applied on the date of such issuance or incurrence toward the prepayment due within ninety (90) days of the Term Loans as set forth in Section 2.11(d)end of a fiscal year for a period under review ending on a fiscal year end and within forty-five (45) days of the end of any intervening period under review. (bvi) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all Any partial prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to installments of principal due in the inverse order of their maturity. Any mandatory prepayment of a LIBOR Loan on a date other than its LIBOR Determination Date may, at the Term Loans in accordance with Section 2.17(b). The application Bank's sole option, (A) be held as cash collateral until such LIBOR Loan's next LIBOR Determination Date and applied as a prepayment on such LIBOR Determination Date or (B) be applied immediately by the Bank as a prepayment, but without Borrowers incurring any liability for any indemnity payment of any prepayment pursuant to amount otherwise required by Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid4.4 hereof.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding other than any Indebtedness permitted to be incurred in accordance with Section 7.2, other than paragraph but excluding Indebtedness refinanced pursuant to clause (ga)(ii) thereof)) shall be incurred by Holdings, the Borrower or any of its Restricted Subsidiaries, the Borrower shall pay an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on of such Indebtedness within three Business Days of the date of such issuance or incurrence toward receipt thereof to the prepayment of Administrative Agent to be applied to the Term Loans as set forth Obligations in accordance with Section 2.11(d)2.18. (b) If on any date any Group Member of Holdings, the Borrower or any of its Restricted Subsidiaries 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, the Borrower shall pay an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of such the date toward of receipt thereof to the prepayment of Administrative Agent to be applied to the Term Loans as set forth Obligations in accordance with Section 2.11(d)2.18; provided, that, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be paid to the Administrative Agent to be applied toward to the prepayment Obligations in accordance with Section 2.18 and (ii) on the date (the “Trigger Date”) that is three months after any such Reinvestment Prepayment Date, an amount equal to the portion of any Committed Reinvestment Amount with respect to the Term Loans as set forth relevant Reinvestment Event not actually expended by such Trigger Date shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.11(d)2.18. (c) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)thereafter, apply pay an amount (the “ECF Application Amount”) equal to (i)(A) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not Administrative Agent to be deducted in any subsequent calculation of Excess Cash Flow) applied to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, Obligations in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in accordance with Section 2.11(d)2.18. Each such prepayment payment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five 90 days after following the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a)Borrower’s fiscal year end; provided, however, for the Fiscal Year with respect to which such prepayment is madefiscal year ending December 31, are required to 2012, Excess Cash Flow shall be delivered to calculated for the Lenders period commencing July 1, 2012 and (ii) the date such financial statements are actually deliveredending December 31, 2012. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 2.12 shall be applied to the prepayment of the Term Loans Obligations in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid2.18.

Mandatory Prepayments. (a) If on any Indebtedness date the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) plus (ii) the Letter of Credit Outstandings on such date, exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall be issued repay on such date the principal of Swingline Loans, and if no Swingline Loans are or incurred by any Group Member (excluding any Indebtedness incurred remain outstanding, Revolving Loans, in accordance with Section 7.2, other than paragraph (g) thereof), an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the Term Loans aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as set forth then in Section 2.11(deffect, the Borrower agrees to pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations). (b) If With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and the specific Borrowing(s) pursuant to which made; provided, that (i) Eurodollar Loans may be designated for repayment pursuant to this Section 4.02 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (ii) if any date any Group Member repayment of Eurodollar Loans made pursuant to a single Borrowing shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenreduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, unless a Reinvestment Notice such Borrowing shall be delivered in respect thereof, such Net Cash Proceeds immediately converted into Base Rate Loans; and (iii) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied within three (3) Business Days pro rata among such Revolving Loans. In the absence of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of designation by the Borrower and (ii) on each Reinvestment Prepayment Dateas described in the preceding sentence, an amount equal the Administrative Agent shall, subject to the Reinvestment Prepayment Amount above, make such designation in its sole discretion with respect a view, but no obligation, to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in minimize breakage costs owing under Section 2.11(d)1.11. (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior Notwithstanding anything to the relevant Excess Cash Flow Application Datecontrary contained elsewhere in this Agreement, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) all then outstanding Swingline Loans shall be repaid in full on 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 Swingline Expiry Date and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 all outstanding Revolving Loans shall be applied to the prepayment of the Term Loans repaid in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment full on the amount prepaidMaturity Date.

Mandatory Prepayments. (a) If Subject to the Intercreditor Agreement, if any Indebtedness shall be issued or incurred by the Borrower or any Group Member (excluding any Indebtedness incurred in accordance with without violation of Section 7.2, other than paragraph (g) thereof6.1), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on within three Business Days after the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d2.5(d). (b) If on any date the Borrower or any Group Member Subsidiary Guarantor shall receive Net Cash Proceeds from (i) prior to the Revolving Facility Obligations Payment Date, any Asset Sale or Recovery Event with respect to Term Facility Priority Collateral or (ii) after the Revolving Facility Obligations Payment Date, any Asset Sale or Recovery Event with respect to any Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereofthereof within ten Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied within three (3) Business Days at the end of such date ten-Business Day period toward the prepayment of the Term Loans as set forth in Section 2.11(d2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d2.5(d). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29December 31, 2012 2008, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d2.5(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days ten Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a5.1(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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 2.5 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (gPermitted Refinancing Obligations in respect of Term Loans) thereof)shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on not later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member 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 to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than 10 Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (ii) on the prepayment of date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d)2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29March 31, 2012 2014, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount equal to (i) the “ECF Application Amount”) equal to (i)(A) Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans (x) during such Fiscal Year fiscal year (or which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the current Fiscal Year but prior to period beginning with the relevant day following the last day of such fiscal year and ending on the Excess Cash Flow Application DateDate and stated by the Borrower to be prepaid pursuant to this Section 2.12(c)(ii)(y), in which each case other than to the extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans and with respect to prepayments pursuant to Section 2.11 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be made, first, applied first to Term Loans that are ABR Loans and, second, to Eurodollar Loansthe full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this 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 Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche A Term Loans) a notice (each, a “Tranche 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 Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. (f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.

Mandatory Prepayments. (a) If Each Borrower shall, on the date of termination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. If, after giving effect to any Indebtedness shall be issued or incurred by partial reduction of the Revolving Credit Commitments (including as a result of the termination of any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofRevolving Credit Commitments on the Revolving Credit Maturity Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment then in effect, then the Parent Borrower shall (and to the extent the Foreign Subsidiary Borrower Sublimit would exceed the Total Revolving Credit Commitment then in effect, then such Foreign Subsidiary Borrower shall), on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. For the avoidance of doubt, if for any reason, at any time during the five (5) Business Day period immediately preceding the Revolving Credit Maturity Date for any Revolving Credit Commitments where there exist other Revolving Credit Commitments with a later Revolving Credit Maturity Date, and if at such time there are outstanding Letters of Credit or Swingline Loans under such respective Class or Classes, then the Borrowers shall prepay outstanding Revolving Loans and Swingline Loans, as the case may be, as is needed so that, after giving effect thereto, the Revolving Credit Exposure of the Revolving Credit Lenders with such later Revolving Credit Maturity Date will not, after giving effect to the reallocations which will be required (in the absence of a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default) pursuant to Section 2.09(d), exceed the amount of their respective Commitments as in effect on (and after giving effect to) the Revolving Credit Maturity Date of such sooner maturing Revolving Credit Commitments. (b) Not later than the tenth Business Day following the receipt by the Parent Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Parent Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof received by the Parent Borrower or any of its Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(e); provided that (x) if prior to the date any such prepayment is required to be made, the Parent Borrower notifies the Administrative Agent of its intent to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or replace assets then used or usable in the business of the Parent Borrower and its Restricted Subsidiaries (including any Related Business Assets), then the Parent Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, within such 365 day period, the Parent Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into) and (y) the Parent Borrower shall not be required to prepay Term Loans hereunder in respect of any such Net Cash Proceeds from any Prepayment Asset Sale or Property Loss Event of any Foreign Subsidiary if repatriation by that Foreign Subsidiary of such Net Cash Proceeds (i) is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Foreign Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived or (ii) would otherwise result in adverse tax consequences as determined by the Parent Borrower in good faith; provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, an amount equal to such Net Cash Proceeds shall be applied on the date of such issuance or incurrence toward within 5 Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Parent Borrower would be required to make an “offer to purchase” the Existing Senior Notes pursuant to the terms of the Existing Senior Notes Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Parent Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b) to prepay Term Loans in accordance with Section 2.11(d2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (bc) If No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2016), the Parent Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the sum of (1) the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 (in the case of Section 2.12(f), in an amount equal to the discounted amount actually paid in cash in respect of the applicable Term Loans) or 9.04(m) during such fiscal year or on or prior to the date such payment is required to be made (without duplication) and (2) voluntary prepayments of Indebtedness secured on a pari passu basis with the Obligations, in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (d) In the event that the Parent Borrower or any date any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any Asset Sale cash proceeds from the issuance or Recovery Event thenincurrence of Indebtedness permitted pursuant to Section 6.01 but including Credit Agreement Refinancing Indebtedness and Replacement Term Loans), unless a Reinvestment Notice the Parent Borrower shall be delivered in respect thereofno later than the third Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.13(e). (e) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all other prepayments required by this Section 2.13 shall be applied pro rata to the repayment of the Term Loans under each Term Loan Facility until paid in full (based on the Dollar Equivalent amount of Term Loans under each Term Loan Facility on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b). The application of ; provided, that (x) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (y) any prepayment of Term Loans with the Net Cash Proceeds of Replacement Term Loans shall be applied solely to each applicable Class of Refinanced Term Loans. (f) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including without limitation in Section 9.08, the Parent Borrower shall have the option in its sole discretion to give the Lenders with outstanding Term Loans the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be made pursuant to Section 2.11 2.13(b) or (c) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(f). If the Parent Borrower elects to exercise the option referred to in the immediately preceding sentence the Parent Borrower shall be made, first, give to ABR Loans and, second, the Administrative Agent written notice of its intention to Eurodollar Loans. Each give the Lenders the right to waive a Waivable Mandatory Prepayment including in such notice the aggregate amount of such proposed prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest not later than 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Term Loan Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Parent Borrower’s offer to permit the Term Loan Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the Dollar Equivalent amount prepaidof Term Loans under each Term Loan Facility on the date of prepayment). In the event that any such Term Loan Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Parent Borrower thereof which notice shall also include the amount such Lender desires to receive in respect of such prepayment. If any Term Loan Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Term Loan Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Parent Borrower shall retain 100% of the amount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Term Loan Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders with outstanding Term Loans waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary Term Loan Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f). (g) Notwithstanding any other provisions of this Section 2.13, mandatory prepayments of Incremental Term Loans, Extended Term Loans, Credit Agreement Refinancing Indebtedness and Replacement Term Loans shall be made pursuant to, and to the extent set forth in, the documents governing such Indebtedness and may share ratably in, or be junior to (but shall not be in priority to) the mandatory prepayments of the Tranche A Term Loans and Tranche B Term Loans; provided, however, that, for the avoidance of doubt, nothing in this Section 2.13(g) shall (x) prohibit the making of or the obligation to make any AHYDO Payments applicable to any Incremental Term Loans, Extended Term Loans, Credit Agreement Refinancing Indebtedness or Replacement Term Loans or (y) require the Tranche A Term Loans or Tranche B Term Loans to share ratably in any such AHYDO Payment. (h) If the Administrative Agent notifies the Parent Borrower at any time that the Aggregate Revolving Credit Exposure (less the amount of any Cash Collateral provided in respect of outstanding Letters of Credit in accordance with the terms of this Agreement) at such time exceeds an amount equal to (x) 103% of the Revolving Credit Commitments (to the extent such excess is solely as a result of currency fluctuations) or (y) the Total Revolving Credit Commitment (other than as a result of currency fluctuations), then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans, Cash Collateralize Letters of Credit or a combination of the proceeding in an aggregate amount sufficient to reduce such Aggregate Revolving Credit Exposure as of such date of payment to an amount not to exceed 100% of the Revolving Credit Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by the Borrower or any Group Member of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans. (b) If on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within three (3) five Business Days of following such date toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans; 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 $15,000,000 exceed, in any Fiscal Year fiscal year of the Borrower Borrower, an amount equal to 5% of Consolidated Total Assets as of the last day of the Borrower’s immediately preceding fiscal year, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans; provided, further, that, notwithstanding the foregoing, the Borrower shall not be required to prepay the Term Loans as set forth in Section 2.11(d)accordance with this paragraph (b) except to the extent that the Net Cash Proceeds from all Asset Sales which have not been so applied equals or exceeds $20,000,000 in the aggregate. (c) If, for any Fiscal Year fiscal year of the Borrower Borrower, commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2007, there shall be Excess Cash FlowFlow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or equal to 2.75 to 1.00, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) 50% of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days 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 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) Amounts to be applied If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative Currency LC Commitment, the Borrower shall, without notice or demand, within three Business Days after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain outstanding, cash collateralize Letters of Credit in connection with prepayments made pursuant to Section 2.11 shall be applied a manner satisfactory to the prepayment Administrative Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving Extensions of Credit do not exceed the Term Loans in accordance with Section 2.17(b). Total Revolving Commitments and the Alternative Currency LC Exposure does not exceed the Alternative Currency LC Commitment. (e) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.under

Mandatory Prepayments. (a) If Upon receipt by the Company or any Indebtedness of its Restricted Subsidiaries of Net Cash Proceeds arising from an Asset Sale, Property Loss Event or Debt Issuance, the Borrowers shall be issued immediately prepay the Loans (or incurred by any Group Member (excluding any Indebtedness incurred provide cash collateral in accordance with Section 7.2, other than paragraph (grespect of Letters of Credit and Bankers' Acceptances) thereof), in an amount equal to 100% of the such Net Cash Proceeds; provided, however, that (i) only Net Cash Proceeds thereof shall be applied on the date in excess of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 2,000,000 in any Fiscal Year of the Borrower and shall be required to prepay Loans pursuant to this Section 2.10(a), (ii) on each in the case of any Net Cash Proceeds arising from a Reinvestment Prepayment DateEvent, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit and Bankers' Acceptances) 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 the Administrative Agent to be held in a Cash Collateral Account and (iii) only 50% of the Net Cash Proceeds arising from a Debt Issuance shall be required to be applied as a prepayment of the Loans (or as cash collateral in respect of Letter of Credit and Bankers' Acceptances) if the Leverage Ratio as of the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 5.4(c) is less than 3:00 to 1. Any such mandatory prepayment shall be applied toward in accordance with Section 2.10(c) below. (b) The Borrowers shall prepay the Term Loans within 90 days of the last day of each Fiscal Year, in an amount equal to 75% of Excess Cash Flow for such Fiscal Year (or, in the case of Fiscal Year 2001, the period beginning July 1, 2000 and ending on the last day of such Fiscal Year); provided, however, only 50% of such Excess Cash Flow should be required to be applied as a prepayment of the Term Loans if the Leverage Ratio as set forth in Section 2.11(d)of the last day of such Fiscal Year is less than 3:00 to 1. (c) IfAny prepayments made by the Borrowers pursuant to Section 2.10(a) shall be applied as follows: first, for any Fiscal Year to prepay the outstanding principal balance of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Term Loans, Canadian Revolving Loansuntil such Term Loans shall have been prepaid in full; second, Additional Revolving to repay the outstanding principal balance of the Swing Loans and Swingline until such Swing Loans during such Fiscal Year (or during shall have been repaid in full; third, to repay the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions outstanding principal balance of the Revolving CommitmentsLoans until such Revolving Loans shall have been paid in full; and then, or to provide cash collateral for any Letter of Credit Obligations and Bankers' Acceptances Obligations in the Canadian Revolving Commitments, as manner set forth in Section 7.3 until all such Letter of Credit Obligations and Bankers' Acceptances Obligations have been fully cash collateralized in the case may be, and all optional manner set forth therein. All prepayments of the Term Loans during such Fiscal Year (or during made pursuant to this Section 2.10 shall be applied to reduce ratably the current Fiscal Year but prior to remaining installments of the relevant Excess Cash Flow Application Date, in which case such outstanding principal amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans. All repayments of Revolving Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, are and Swing Loans required to be delivered made pursuant to this Section 2.10 shall result in a permanent reduction of the Revolving Credit Commitments to the Lenders and (ii) the date such financial statements are actually deliveredextent provided in Section 2.6(b). Payments received in respect of any Canadian Revolving Credit Outstandings shall be distributed to each Canadian Lender in accordance with its Canadian Ratable Portion. (d) Amounts If at any time, the aggregate principal amount of Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments at such time, the Borrowers shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to be applied such excess. If any such excess remains after repayment in connection with prepayments made pursuant to full of the aggregate outstanding Swing Loans and Revolving Loans, the Borrowers shall provide cash collateral for the Letter of Credit Obligations and Bankers' Acceptances Obligations in the manner set forth in Section 2.11 shall be applied 7.3 to the prepayment extent required to eliminate such excess. (e) If at any time, the aggregate principal amount of Revolving Credit Outstandings denominated in an Alternate Currency exceeds the Term applicable Multicurrency Sublimit, the Borrowers shall forthwith prepay the Revolving Loans denominated in accordance with Section 2.17(b). The application of any prepayment pursuant such Alternate Currency then outstanding in an amount equal to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidexcess.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof6.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless unless, so long as no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the application of the applicable Reinvestment Deferred Amount, a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans; provided, 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 $5,000,000 in any fiscal year of the Borrowers and $15,000,000 in any Fiscal Year the aggregate from the Closing Date through the applicable date of the Borrower determination and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans. (c) If, for any Fiscal Year fiscal year of the Borrower Borrowers commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2011, there shall be Excess Cash Flow, the Borrower Borrowers shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d)Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days Business Days after the earlier of (i) the date on which the financial statements of AVG Technologies (or the Borrower Surviving Borrower, if applicable) referred to in Section 6.1(a5.1(a), for the Fiscal Year 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 2.6 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b2.12(b). The application of any prepayment pursuant to Section 2.11 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.15. Each prepayment of the Loans under Section 2.11 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidprepaid and the prepayment fee set forth in Section 2.4(a), if applicable.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) On any date on which the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may Multicurrency Revolving Tranche Loan Commitments or the USD Revolving Tranche Loan Commitments shall be excluded from the foregoing requirement reduced pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of Section 2.3, if the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Multicurrency Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, Tranche Loan Outstandings or the Canadian USD Revolving CommitmentsTranche Loan Exposure on such date shall exceed the Total Multicurrency Revolving Tranche Loan Commitment or Total USD Revolving Tranche Loan Commitment, as the case may be, after giving effect to such reduction, the Borrowers shall prepay the (x) Multicurrency Revolving Tranche Loans or the Letter of Credit Advances or (y) USD Revolving Tranche Loans, as applicable, in the aggregate principal amount equal to such excess, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior shall pay on demand to the relevant Excess Cash Flow Application DateMulticurrency Revolving Tranche Loan Lenders or USD Revolving Tranche Loan Lenders, in which case as applicable, any amounts owing under Section 10.2 as a result of such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d)prepayment. Each such prepayment by a Borrower shall be made applied ratably to such (x) Multicurrency Revolving Tranche Loans or to such Letter of Credit Advances pursuant to draws on a date the same Letter of Credit or (an “Excess Cash Flow Application Date”y) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a)USD Revolving Tranche Loans, as applicable, issued for the Fiscal Year with respect to which account of such prepayment is madeBorrower, are required to be delivered to as AGCO shall designate at the Lenders and time of such prepayment. (ii) If, on the last Business Day of any calendar quarter, the Multicurrency Revolving Tranche Loan Outstandings on such date shall exceed one hundred five percent (105%) of the amount of the Total Multicurrency Revolving Tranche Loan Commitments on such financial statements are actually delivered. date (d) Amounts the "Currency Exchange Excess"), such Borrowers shall prepay the Multicurrency Revolving Tranche Loans in such amount as may be necessary to be applied in connection with prepayments made eliminate such excess (after giving effect to any payments pursuant to Section 2.11 shall be applied clause (iii) below); provided, to the extent such prepayment would require the repayment of a Non-Base Rate Loan prior to the end of the Term Loans Interest Period applicable thereto, AGCO may instead deliver same-day funds to the Administrative Agent for deposit in accordance with Section 2.17(bsuch interest-bearing account as the Administrative Agent shall specify (the "Borrower Cash Collateral Account"). The application , in an amount equal to the Currency Exchange Excess (net of any prepayment pursuant to Section 2.11 this Section). The Borrower Cash Collateral Account shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment in the name and under the sole dominion and control of the Loans Administrative Agent. The Administrative Agent shall have no obligation to invest any amounts on deposit in the Borrower Cash Collateral Account. AGCO grants to the Administrative Agent, for its benefit and the benefit of the Lenders, a lien on and security interest in the Borrower Cash Collateral Account and all amounts from time to time on deposit therein as collateral security for the performance of AGCO's obligations under Section 2.11 this Agreement and the other Loan Documents. The Administrative Agent shall be accompanied by have all rights and remedies available to it under Applicable Law with respect to the Borrower Cash Collateral Account and all amounts on deposit therein. Promptly after any date on which there shall occur a reduction in the amount of the Currency Exchange Excess, the Administrative Agent will return to AGCO, free and clear of any Lien under this Section, an amount equal to the excess of amounts then on deposit in the Borrower Cash Collateral Account (including accrued interest to interest) over the amount of the Currency Exchange Excess as of the date of and after giving effect to such prepayment on the amount prepaidreduction.

Mandatory Prepayments. (ai) If If, after giving effect to any Indebtedness shall be issued termination or incurred by reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or any Group Member (excluding any Indebtedness incurred reduction in accordance with the Aggregate Elected Commitment Amounts pursuant to Section 7.2, other than paragraph (g) thereof2.06(c), an amount equal to 100% of the Net Cash Proceeds thereof total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall be applied (A) prepay the Borrowings on the date of such issuance termination or incurrence toward the prepayment reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Term Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.11(d2.08(j). (bii) If on Upon any date any Group Member shall receive Net Cash Proceeds from any Asset Sale redetermination of or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward adjustment to the prepayment amount of the Term Loans as set forth Borrowing Base in accordance with Section 2.11(d2.07(d) or Section 8.13(c); provided, thatif a Borrowing Base Deficiency shall result therefrom, notwithstanding then the foregoingBorrower shall eliminate such Borrowing Base Deficiency by electing to (w) make such prepayment and/or deposit of cash collateral in an aggregate principal amount equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, (ix) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the aggregate Net Cash Proceeds first installment being due and payable thirty (30) days after the Borrower’s receipt of Asset Sales notice of the redetermined or adjusted Borrowing Base, and Recovery Events that may be excluded from each subsequent installment being due and payable on the same day in each of the five (5) subsequent calendar months, (y) provide additional Oil and Gas Properties or other collateral acceptable to each of the Lenders in their sole discretion (together with title information with respect thereto acceptable to the Administrative Agent) sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base; or (z) effect any combination of the foregoing requirement clauses (w), (x) and (y) in amounts necessary to eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to a Reinvestment Notice this Section 3.04(c)(ii) must be made on or prior to the Termination Date. The Borrower shall not exceed $15,000,000 make such election in any Fiscal Year writing to the Administrative Agent within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base. If a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower and (ii) shall pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect such Borrowing Base Deficiency to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans held as set forth cash collateral as provided in Section 2.11(d2.08(j). (ciii) IfUpon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f) if a Borrowing Base Deficiency shall result therefrom, for any Fiscal Year of then the Borrower commencing with shall (A) prepay the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply Borrowings in an aggregate principal amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the relevant ECF Percentage minus (ii) Borrowings as a result of an LC Exposure, pay to the aggregate Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make the foregoing prepayment and/or deposit of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but cash collateral prior to or contemporaneously with the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions closing date of the Revolving Commitmentsapplicable disposition, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 deliveredLiquidation. (div) Amounts to be applied in connection with prepayments made Each prepayment of Borrowings pursuant to this Section 2.11 3.04(c) shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be madeapplied, first, ratably to any ABR Loans Borrowings then outstanding, and, second, to Eurodollar Loans. any SOFR Borrowings then outstanding, and if more than one SOFR Borrowing is then outstanding, to each such SOFR Borrowing in order of priority beginning with the SOFR Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the SOFR Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.11 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidextent required by Section 3.02.

Mandatory Prepayments. (ai) [Reserved]. (ii) [Reserved]. (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), the Administrative Agent notifies the Borrower that the Revolving Credit Exposure at such time exceeds an amount equal to 100% of the Net Revolving Credit Commitments then in effect within two (2) Business Days after receipt of such notice, the Borrower shall prepay Revolving Credit Loans and/or the Borrower shall Cash Proceeds thereof shall be applied on Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such amount outstanding as of such date of such issuance or incurrence toward the prepayment payment to an amount not to exceed 100% of the Term Loans as set forth in Section 2.11(d)Revolving Credit Commitments. (bviii) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in [Reserved]. (ix) With respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the to each prepayment of Revolving Credit Loans and Extended Revolving Credit Loans elected by the Term Loans as set forth in Borrower pursuant to Section 2.11(d2.05(a); provided, that, notwithstanding the foregoing, Borrower may designate (i) the aggregate Net Cash Proceeds Class and Types of Asset Sales Loans that are to be prepaid and Recovery Events that may be excluded from the foregoing requirement specific Borrowing(s) pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts 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 2.05(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 applied pro rata among such Loans of such Class (except that any prepayment made in connection with prepayments a reduction of the Commitments of such Class pursuant to Section 2.06 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.11 2.05(a) of Revolving Credit Loans or Extended Revolving Credit Loans shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment Defaulting Lender. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid3.05.

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (gPermitted Refinancing Obligations in respect of Term Loans) thereof)shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on not later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member 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 to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than 10 Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (ii) on the prepayment of date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d)2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29March 31, 2012 2014, but solely with respect to any fiscal year ending prior to the Ninth Amendment Effective Date, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans (x) during such Fiscal Year fiscal year (or which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the current Fiscal Year but prior to period beginning with the relevant day following the last day of such fiscal year and ending on the Excess Cash Flow Application DateDate and stated by the Borrower to be prepaid pursuant to this Section 2.12(c)(ii)(y), in which each case other than to the extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or EurocurrencyTerm SOFR Loans and with respect to prepayments pursuant to Section 2.11 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be made, first, applied first to Term Loans that are ABR Loans and, second, to Eurodollar Loansthe full extent thereof before application to Term Loans that are EurocurrencyTerm SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this 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 Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and ExtendedExtending Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and ExtendedExtending Lender holding Tranche A Term Loans) a notice (each, a “Tranche 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 Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. (f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (g) Notwithstanding any other provision of this Section 2.12, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.12(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Xxxxxx’s pro rata portion of such prepayment (and any such Tranche B Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) If, for any Fiscal Year fiscal year of the Borrower commencing with Borrower, including the Fiscal Year fiscal year ending January 2930, 2012 2010, there shall be Consolidated Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) 50% of such Consolidated Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans Loan as set forth in Section 2.11(d)2.8. Each such prepayment shall be made on a date the first Interest Payment Date occurring at least five Business Days (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a4.1(a)(i), for the Fiscal Year 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. (db) Amounts If on any date the Borrower or any Subsidiary shall receive Net Cash Proceeds from any Asset Disposition (other than a Disposition of J. Xxxx) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to be applied in connection with prepayments made pursuant to Section 2.11 75% of such Net Cash Proceeds shall be applied to no later than the first Interest Payment Date occurring at least five Business Days after the receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in accordance with Section 2.17(b). The application of any prepayment 2.8; provided, that the Borrower may without penalty withhold amounts owing pursuant to this Section 2.11 2.7(b) until such time as the amount of Net Cash Proceeds received from all such Asset Dispositions and Recovery Events that would otherwise be required to be applied toward the prepayment of Term Loans pursuant to this Section 2.7(b) shall exceed $5,000,000 in the aggregate; provided, further, that, if the Net Cash Proceeds subject to a Reinvestment Notice are not used within six (6) months of delivery of such Reinvestment Notice for the purpose described therein, an amount equal to the Net Cash Proceeds not so used shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each applied no later than the first Interest Payment Date occurring at least five Business Days thereafter toward the prepayment of the Loans under Term Loan as set forth in Section 2.11 2.8. (c) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from a Disposition of J. Xxxx, an amount equal to 100% of the Net Cash Proceeds thereof shall be accompanied applied no later than the first Interest Payment Date occurring at least five Business Days following such Disposition, toward the prepayment of the Term Loan as set forth in Section 2.8. (d) If any Indebtedness shall be incurred by accrued interest the Borrower or any of its Subsidiaries (excluding Indebtedness permitted by clauses (a) through (e) of the definition of Permitted Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied no later than the first Interest Payment Date occurring at least five Business Days after the date of such issuance or incurrence toward the prepayment on of the Term Loan as set forth in Section 2.8. (e) No later than the first Interest Payment Date occurring at least five Business Days following the date of the issuance by Borrower or any of its Subsidiaries of any shares of its or their Capital Stock (other than (A) in the event that Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Capital Stock to Borrower or such Subsidiary, as applicable and (B) the issuance of Capital Stock of Borrower to directors, officers, and employees of Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the board of directors of the Borrower), an amount prepaidequal to 50% of the Net Cash Proceeds thereof shall be applied toward the prepayment of the Term Loan as set forth in Section 2.8. The provisions of this Section 2.7(e) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms and conditions of this Credit Agreement.

Mandatory Prepayments. (a) If any Indebtedness Unless the Required Lenders shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2otherwise agree, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If if on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale Sale, Recovery Event, Stock Issuance (other than any issuance or Recovery Event grant of Capital Stock of the Borrower in connection with equity-based compensation) or Subordinated Debt Issuance that, when added to the aggregate amount of such Net Cash Proceeds prior thereto in the same fiscal year of the Borrower, exceed $20,000,000, then, unless unless, in the case of a Reinvestment Event, a Reinvestment Notice shall be delivered in respect thereof, 100% of the amount by which such aggregate Net Cash Proceeds received during such fiscal year exceed $20,000,000 shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Revolving Loans and the reduction of the Commitments as set forth in Section 2.11(d)2.6; 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Revolving Loans and the reduction of the Commitments as set forth in Section 2.11(d2.6; provided, further, in the case of any such required prepayment in respect of which a Reinvestment Notice has not been delivered, such prepayment may be made on a date subsequent to the date of receipt of such Net Cash Proceeds chosen by the Borrower to coincide with the end of one or more Interest Periods so long as such later date is not more than six months after such date of receipt of such Net Cash Proceeds; and provided, further, that no such prepayment shall be required if, at such time, the Borrower could satisfy the conditions to a Credit Extension set forth in Section 4.2 for the reborrowing thereof. Nothing herein shall affect the obligations of the Borrower under Section 2.2.1(b) or 2.6.2(c). (b) If on any date (i) unless the Required Lenders shall otherwise agree, the Aggregate Outstanding Credit Exposure exceeds the Borrowing Base or (ii) the Aggregate Outstanding Credit Exposure exceeds the Aggregate Commitment (including after giving effect to a reduction in the Aggregate Commitment pursuant to Section 2.6.2), then in either case the Borrower shall repay immediately its then outstanding Revolving Loans in such amount as may be necessary to eliminate such excess; provided, that if an excess remains after repayment of all outstanding Revolving Loans, then the Borrower shall cash collateralize the LC Obligations by depositing into the Facility LC Collateral Account such amount as may be necessary to eliminate such excess. (c) If, The Borrower shall repay Loans and cause Facility LCs to expire in such a way so that for any Fiscal Year at least 30 consecutive days annually during the period beginning November 1 and ending on March 31 of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Floweach year, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) Aggregate Outstanding Credit Exposure does not exceed $30,000,000 for such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 delivered30-day period. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred Upon receipt by any Group Member JD Entity of Net Cash Proceeds arising: (excluding i) from (x) an Asset Sale, Debt Issuance, or repayment of any Indebtedness incurred Intercompany Term Note, the Borrowers shall promptly prepay the Loans (or provide cash collateral in accordance with Section 7.2respect of Letters of Credit) and (y) a Property Loss Event, other than paragraph Debt/Cash Balance Adjustment, Working Capital Adjustment, Delayed Closing Adjustment or Acquisition Indemnity Reimbursement, the Borrowers shall prepay the Loans (gor provide cash collateral in respect of Letters of Credit) within three (3) days of receipt thereof), in each case in an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d).Proceeds; (bii) If on any date any Group Member from an Equity Issuance, the Borrowers shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered promptly prepay the Loans in respect thereof, an amount equal to (A) 75% of such Net Cash Proceeds shall be applied within three if the Leverage Ratio is greater than 3.5 to 1 (3determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) Business Days or (B) 50% of such date toward Net Cash Proceeds if such Leverage Ratio is less than or equal to 3.5 to 1 (determined for the prepayment of the Term Loans as set forth in most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 2.11(d6.1 (Financial Statements)); provided, thathowever, notwithstanding that in the foregoing, (i) the aggregate case of any Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded arising from the foregoing requirement pursuant to a Reinvestment Notice Event, the Borrowers shall not exceed $15,000,000 prepay the Loans (or provide cash collateral in any Fiscal Year respect of the Borrower and (iiLetters of Credit) on each Reinvestment Prepayment Date, 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 Event. Any such mandatory prepayment shall be applied toward in accordance with clause (c) below. (b) The Borrowers shall prepay the prepayment Loans within 90 days of the Term Loans last day of each Fiscal Year, in an amount equal to the Excess Cash Flow for such Fiscal Year (or, in the case of Fiscal Year ending January 3, 2003, the period beginning on the Closing Date and ending on the last day of such Fiscal Year) multiplied by (A) 75% if the Leverage Ratio (determined for the twelve month period ending on the last day of such Fiscal Year) is greater than 3.5 to 1, (B) 50% if such Leverage Ratio is less than or equal to 3.5 to 1 but greater than 3.0 to 1 or (c)) 25% if such Leverage Ratio is less than or equal to 3.0 to 1. Any such mandatory prepayment shall be applied in accordance with clauses (c), (d) or (e) below, as set forth in Section 2.11(d)applicable. (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal Subject to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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. clauses (d) Amounts and (e) below, any prepayments made by the Borrowers required to be applied in connection accordance with prepayments made pursuant to this Section 2.11 2.9 shall be applied as follows: first, to prepay the prepayment outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, full; second, to Eurodollar Loans. Each prepayment repay the outstanding principal balance of the Swing Loans under Section 2.11 until such Swing Loans shall be accompanied by accrued interest have been repaid in full; third, subject to clause (d) below, to repay the date outstanding principal balance of the Revolving Loans until such prepayment on the amount prepaid.Revolving Loans shall have

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member after the Restatement Effective Date (excluding any Indebtedness incurred in accordance with Section 7.2, other 7.2(other than paragraph (g) thereofSection 7.2(h))), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(d2.11(e). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenafter the Restatement Effective Date (each such date a “Reinvestment Event”), unless a any associated Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds Prepayment Amount shall be applied within three (3) Business Days of such date on the relevant Reinvestment Prepayment Date toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(d2.11(e); provided, that, notwithstanding . (c) If any Group Member shall receive any Acquisition Claim Amount after 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Restatement Effective Date, an 100% of such amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied on the date of receipt toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(d2.11(e). (cd) If, for any Fiscal Year fiscal year of the Parent Borrower commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2005, there shall be Excess Cash Flow, the Borrower Borrowers shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(d2.11(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the Fiscal Year 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. (de) Amounts to be applied in connection with prepayments and reductions made pursuant to Section 2.11 the preceding paragraphs shall be applied applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce the Revolving Extensions of Credit (without reducing the Revolving Commitments). If the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount required to reduce the US$ Revolving Extensions of Credit, the Parent Borrower shall, to the extent of such remaining amount, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Eurocurrency Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) If, on any Determination Date, the aggregate Multicurrency Revolving Extensions of Credit exceed 105% of the aggregate Multicurrency Revolving Commitments, the Borrowers shall, without notice or demand, within three Business Days after such Determination Date, prepay Multicurrency Revolving Loans in an aggregate amount such that, after giving effect thereto, the aggregate Multicurrency Revolving Extensions of Credit do not exceed the aggregate Multicurrency Revolving Commitments. (g) If, on any Determination Date, the Dollar Equivalent of the aggregate outstanding principal amount of the Euro Term Loans exceeds 105% of the aggregate Euro Term Commitments, Xxxxx Germany shall, without notice or demand, within three Business Days after such Determination Date, prepay Euro Term Loans in an aggregate amount such that, after giving effect thereto, the Dollar Equivalent of the aggregate outstanding principal amount of the Euro Term Loans does not exceed the aggregate Euro Term Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued or incurred by any Group Member after the Closing Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(e). (b) If on any date any Group Member shall receive Net Cash Proceeds in excess of $2,500,000 in any fiscal year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(e); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(e). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant each Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation apply the ECF Percentage of the excess, if any, of (i) Excess Cash FlowFlow for the related Excess Cash Flow Payment Period minus (ii) to Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the extent accompanying permanent optional reductions option of the Revolving CommitmentsBorrower, on or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during prior such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten (10) days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), 7.1(a) for the Fiscal Year fiscal year of the Borrower with respect to which such prepayment is made, made are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredLenders. (d) Amounts If on any date any Group Member shall receive net cash proceeds from the Zurich Insurance Settlement, an amount equal to 50% of the cash proceeds thereof shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(e). Each such prepayment shall be made on a date no later than five (5) Business Days after the date on which such net cash proceeds is actually received by such Group Member. (e) Unless any Increase Term Joinder or any other amendment governing any Incremental Term Loans, any Replacement Term Loans and/or any term loans provided by an Extending Term Lender provides that Incremental Term Loans, Replacement Term Loans or such term loans provided by an Extended Term Lender, as applicable, shall participate on a less than pro rata basis with the Initial Term Loans in connection with prepayments pursuant to this Section 4.2, each prepayment of Term Loans pursuant to this Section 4.2 shall be applied on a pro rata basis between the Initial Term Loans and each Additional Term Facility then outstanding based on the aggregate principal amount of the Term Loans under each such Term Facility then outstanding (provided that any prepayment of Term Loans with the net proceeds of an Incremental Term Facility or Replacement Term Loans incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the Term Loans of the applicable Term Facility being refinanced or replaced). With respect to Term Loans under any Term Facility, amounts to be applied in connection with prepayments made pursuant to this Section 2.11 4.2 shall be applied to against the prepayment 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 such prepayment shall be paid to the Term Lenders of such Class in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, 4.8 and first, to ABR Base Rate Loans and, second, to Eurodollar LoansLoans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 4.11. Each prepayment of the Term Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to clause (b) or (c) of this Section 4.2, to decline all (but not a portion) of 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 Lender’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 Sections 4.2(b) or (c) 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 and/or Excess Cash Flow, as applicable, shall be reduced by such Restricted Amount; provided, that once such repatriation of any such affected Net Cash Proceeds and/or Excess Cash Flow, as applicable, is (x) permitted under the applicable local Requirements of Law and/or (y) would no longer result in such material and adverse Tax liability, the Group Members shall be treated as having received Net Cash Proceeds and/or Excess Cash Flow, as applicable, equal to the amount of such reduction.

Mandatory Prepayments. Borrower shall make Mandatory Prepayments of the Loans and, where applicable, LC Loans as follows: (ai) If Borrower shall prepay the Loans and LC Loans to the extent that amounts are received as Net Disposition Proceeds, excluding Net Disposition Proceeds received from any Indebtedness disposition permitted by Section 6.3. (ii) Borrower shall be issued or incurred by prepay the Loans and LC Loans from any Group Member (excluding any Indebtedness incurred amounts on deposit in the Distribution Reserve Account in accordance with the Depositary Agreement. (iii) Borrower shall prepay the Loans and LC Loans with Loss Proceeds in accordance with the Depositary Agreement. (iv) Borrower shall prepay Tranche B Construction Loans with the Cash Grant Proceeds in accordance with the Depositary Agreement. (v) Borrower shall prepay the Loans and LC Loans with the proceeds in excess of $250,000 of Guaranteed Performance Commitment Liquidated Damages. (vi) In the event that (A) there occurs an Upwind Array Event and (B) the certificate delivered pursuant to Section 7.25.21 demonstrates that the Projected Debt Service Coverage Ratio, other than paragraph (g) thereof)calculated as of each remaining Repayment Date, an amount equal fails to 100% of demonstrate at least the Net Cash Proceeds thereof shall be applied on Minimum Projected Debt Service Coverage Ratio according to the date of such issuance or incurrence toward P50 Production Scenario and the prepayment of the Term Loans P99 Production Scenario as set forth in the Base Case Projections, then Borrower shall prepay the Term Loans, Tranche C Loans and LC Loans in accordance with clause sixth of Section 2.11(d). 4.2(c) of the Depositary Agreement not later than the next Repayment Date after the Adjustment Date (bor, if such Upwind Array Event occurs prior to the Term Conversion Date, within ten (10) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Banking Days of such date toward the prepayment of Adjustment Date), in an amount and applied to principal installments as selected by Borrower sufficient to achieve a Projected Debt Service Coverage Ratio equal to or greater than the Term Loans Minimum Projected Debt Service Coverage Ratio according to both production scenarios as set forth in Section 2.11(d); providedthe Base Case Projections and the Loan Amortization Schedule shall be deemed amended and revised to take into account the amount of such prepayment. (vii) If a WTG Location Variance Event has occurred, thatand Administrative Agent has determined that a WTG Overleverage Amount is payable by Borrower, notwithstanding Borrower shall prepay, through a Borrowing of Tranche B Construction Loans on 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Term Conversion Date, the Tranche A Construction Loans in an amount equal to the Reinvestment Prepayment lesser of (A) the WTG Overleverage Amount with respect and (B) the difference of (1) the amount of any Available Tranche B Construction Loan Commitments on such date less (2) the amount of Tranche B Construction Loans that would otherwise be needed to pay or reserve for Project Costs necessary to be funded in order for the Term Conversion Date to occur, and the Term Loan Commitments shall be automatically reduced in an aggregate amount equal to the relevant Reinvestment Event shall be applied toward the prepayment amount of the Term Tranche A Construction Loans as set forth in prepaid by Borrower pursuant to this Section 2.11(d2.8(c)(vii). (cviii) IfBorrower shall prepay the Term Loans, for any Fiscal Year Tranche C Loans and LC Loans in accordance with clause sixth of Section 4.2(c) of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply Depositary Agreement in an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the WTG Overleverage Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 deliveredLoan Amount. (dix) Amounts Borrower shall prepay the LC Loans in accordance with clause fifth of Section 4.2(c) of the Depositary Agreement, to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment remaining installments of the Term principal of such LC Loans in accordance with Section 2.17(b). The application inverse order of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidmaturity.

Mandatory Prepayments. (a) If at any Indebtedness shall be issued or incurred by time after the Closing Date any Group Member (excluding receives any Net Cash Proceeds from the Incurrence of any Indebtedness incurred in accordance with Section 7.2, (other than paragraph (gExcluded Indebtedness) thereof)or the issuance of any Disqualified Capital Stock, the Borrower shall prepay the Term Loans on the date of such receipt in an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d)Proceeds. (b) If on at any date time after the Closing Date any Group Member shall receive receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall prepay the Term Loans on the third Business Day following the date of such receipt in an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to Proceeds. If a Reinvestment Notice shall not exceed $15,000,000 has been delivered in respect of any Fiscal Year of the Borrower and (ii) Asset Sale or Recovery Event, then on each Reinvestment Prepayment DateDate relating thereto, the Borrower shall prepay the Term Loans in 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 2.11(d)Event. (c) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29on December 31, 2012 2011, there shall be is any Excess Cash Flow, the Borrower shall, on shall prepay the relevant Excess Cash Flow Application Date (as defined below), apply Term Loans in an amount (the “ECF Application Amount”) equal to (i)(Aa) the ECF Percentage of such Excess Cash Flow multiplied by minus (Bb) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier sum of (i) the date on which the financial statements all voluntary prepayments of the Borrower referred Term Loans, Incremental Loans made pursuant to in Section 6.1(a), for the Fiscal Year with respect to which Incremental Term Loan Commitments and Refinancing Term Loans made during such prepayment is made, are required to be delivered to the Lenders fiscal year and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with all voluntary prepayments of Incremental Loans made pursuant to Section 2.11 shall be applied Incremental Revolving Commitments and Revolving Loans during such fiscal year to the prepayment extent the corresponding Incremental Revolving Commitments and the Revolving Commitments are permanently reduced by the amount of such payments and, in the case of each of the Term Loans in accordance with Section 2.17(bimmediately preceding clauses (i) and (ii). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment the extent such payments are not funded with the proceeds of Indebtedness on or before the Loans under Section 2.11 shall be accompanied by accrued interest to 105th day following the date end of such prepayment on the amount prepaidfiscal year.

Mandatory Prepayments. If at any time the aggregate outstanding principal amount of the Receivables Loan shall exceed the Receivables Borrowing Base, the Debtor shall immediately notify the Lender of such fact and make a mandatory prepayment (a"Mandatory Receivables Prepayment") in the amount necessary to reduce the then outstanding amount of the Receivables Loan to the amount of the Receivables Borrowing Base determined as at such time. If a Mandatory Receivables Prepayment is required, the Debtor shall have the option to eliminate all, or any Indebtedness part, of the Receivables Borrowing Base Deficiency and thereby avoid the obligation, in whole or part, to make a Mandatory Receivables Prepayment by (i) promptly notifying the Lender in writing of the Debtor's intention to deliver new Notes Receivable, which when pledged would constitute Eligible Notes Receivable, to the Lender so as to increase the Receivables Borrowing Base to the required amount and (ii) promptly assigning and delivering such new Notes Receivable to the Lender or such other Person as Lender may designate, but in no event later than 3 Business Days after the delivery of the monthly reports required to be delivered pursuant to Section 7.14(f) hereof that show that such Receivables Borrowing Base Deficiency exists, provided that, if such monthly reports are not delivered on or before the date provided therefor in said Section 7.14(f) or if such monthly reports are so delivered but fail to reflect (in the reasonable opinion of the Lender) a Receivables Borrowing Base Deficiency which exists in the month which is the subject of such reports, the actions required to be undertaken in subclause (i) and subclause (ii) above in respect of the Debtor's option set forth in this sentence shall be issued or incurred by any Group Member (excluding any Indebtedness incurred undertaken in accordance connection with Section 7.2, other the Debtor's exercise of such option not later than paragraph (g) thereof), an amount equal to 100% the 15th day of the Net Cash Proceeds thereof month following the month in which such Receivables Borrowing Base Deficiency occurred. Such assignment and delivery shall be applied on comply with the date of such issuance or incurrence toward the prepayment of the Term Loans as document delivery and recordation requirements set forth in Section 2.11(d). (b6 of this Agreement. Any Mandatory Receivables Prepayment to be made by the Debtor pursuant to this Section 2.3(b) If on shall not affect any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment other Obligation of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash FlowDebtor arising under this Agreement, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (Notes or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount any other Security Document. Mandatory Receivables Prepayments shall not be deducted in any subsequent calculation of Excess Cash Flow) subject to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loanspremium. Each prepayment If any Receivables Borrowing Base Deficiency arises as a result of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.one or

Mandatory Prepayments. (a) If at any Indebtedness shall be issued or incurred by time after the RestatementRefinancing Effective Date any Group Member (excluding receives any Net Cash Proceeds from the Incurrence of any Indebtedness incurred in accordance with Section 7.2, (other than paragraph (gExcluded Indebtedness) thereof)or the issuance of any Disqualified Capital Stock, the Borrower shall prepay the Tranche B-24 Term Loans and Tranche B-35 Term Loans on a pro rata basis on the date of such receipt in an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d)Proceeds. (b) If on at any date time after the RestatementRefinancing Effective Date any Group Member shall receive receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall prepay the Tranche B-24 Term Loans and Tranche B-35 Term Loans on a pro rata basis on the third Business Day following the date of such receipt in an amount equal to 100% of such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to Proceeds. If a Reinvestment Notice shall not exceed $15,000,000 has been delivered in respect of any Fiscal Year of the Borrower and (ii) Asset Sale or Recovery Event, then on each Reinvestment Prepayment DateDate relating thereto, the Borrower shall prepay the Term Loans in 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 2.11(d)Event. (c) If, for If at any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days time after the earlier of RestatementRefinancing Effective Date any Group Member enters into any sale-leaseback transaction permitted by Section 8.10, (i) the Borrower shall prepay the Tranche B-24 Term Loans and Tranche B-35 Term Loans on a pro rata basis on the third Business Day following the date on which the financial statements of such transaction in an amount equal to 50% 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 Net Cash Proceeds thereof and (ii) unless a Reinvestment Notice shall be delivered in respect of the remaining 50% of such Net Cash Proceeds, the Borrower shall further prepay the Tranche B-24 Term Loans and Tranche B-35 Term Loans on a pro rata basis on the third Business Day following the date of such financial statements are actually transaction in an amount equal to the remaining 50% of such Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Tranche B-24 Term Loans and Tranche B-35 Term Loans on a pro rata basis in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. (d) Amounts If at any time after the RestatementRefinancing Effective Date, the aggregate Revolving Extensions of Credit then outstanding exceed the Revolving Commitments then in effect, the Borrower (without notice or demand) shall immediately prepay outstanding Swingline Loans or Revolving Loans and pay any unpaid Reimbursement Obligations (or, if no Swingline Loans or Revolving Loans are outstanding, Cash Collateralize outstanding Letters of Credit) in an amount sufficient to be applied in connection with eliminate any such excess. (e) Mandatory prepayments made pursuant to Section 2.11 of Term Loans shall be applied first to Base Rate Loans to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, full extent thereof and then to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 and shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each such prepayment shall be credited to prepay in direct order of maturity the unpaid amounts due on the next eight scheduled quarterly installments of the Tranche B-24 Term Loans and Tranche B-35 Term Loans, ratably, and thereafter to the remaining scheduled quarterly installments of the Tranche B-24 Term Loans and Tranche B-35 Term Loans, ratably, on a pro rata basis.

Mandatory Prepayments. (a) If In the event of any Indebtedness termination of all the Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Revolving Credit Borrowings on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Total Revolving Credit Commitment after giving effect to such reduction or termination would be issued less than the Aggregate Revolving Credit Exposure at the time, the Borrower shall, on the date of such reduction or incurred termination, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such deficiency. (b) Not later than the date 20 Business Days after the completion of any Asset Sale (or any earlier date on which the Borrower shall have determined not to reinvest the Net Cash Proceeds thereof as contemplated by any Group Member (excluding any Indebtedness incurred the definition of "Net Cash Proceeds" in accordance with Section 7.2, other than paragraph (g) thereof1.01), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans. (c) Not later than the Business Day following the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any Equity Issuance, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans; provided that so long as at least 75% of the Net Cash Proceeds thereof of any Equity Issuance shall be applied on used to prepay Term Loans, or to prepay Revolving Loans with the date Revolving Credit Commitments being simultaneously reduced by the amount of such issuance or incurrence toward prepayment, the prepayment Borrower may apply the lesser of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i1) the aggregate remaining 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 $15,000,000 in any Fiscal Year of the Borrower such Equity Issuance and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B2) the relevant ECF Percentage minus (ii) amount by which $75,000,000 exceeds the aggregate amount of all prepayments Net Cash Proceeds of Revolving LoansEquity Issuances that have previously been so applied, Canadian Revolving Loans, Additional to prepay Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in without any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions corresponding reduction of the Revolving Credit Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year . (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”d) no Not later than five days after the earlier of (i) the date on which 90 days after the financial statements end of each fiscal year of the Borrower referred to in Section 6.1(a)Borrower, for commencing with the Fiscal Year with respect to which such prepayment is madefiscal year ending November 30, are required to be delivered to the Lenders 2000, and (ii) the date such on which the financial statements with respect to such fiscal year are actually delivereddelivered pursuant to Section 5.03(a), the Borrower shall prepay outstanding Term Loans in an aggregate principal amount equal to 50% of Excess Cash Flow for such fiscal year. (de) In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the incurrence or disposition of any Indebtedness (other than Indebtedness permitted under clauses (a) through (n) of Section 6.01), the Borrower shall, as promptly as practicable and in any event not later than the Business Day following the receipt of such Net Cash Proceeds, apply 100% of such Net Cash Proceeds to prepay outstanding Term Loans; provided that if the Borrower or any Subsidiary shall receive Net Cash Proceeds from the incurrence or disposition of any Subordinated Indebtedness, and if the Consolidated Leverage Ratio at the end of and for the most recent period of four fiscal quarters for which financial statements have been delivered under Section 5.03(a) or (b), as applicable, giving pro forma effect to the incurrence or disposition of such Subordinated Indebtedness and the application of the proceeds thereof as if they had occurred at the beginning of such period, would be less than 2.00 to 1.00, the Borrower shall be required to apply only 50% of the Net Cash Proceeds of such incurrence or disposition as contemplated above. (f) In the event the Borrower shall receive or hold Net Cash Proceeds from any Asset Sale, Equity Issuance or incurrence or disposition of Indebtedness or other amounts that would, if not applied to the prepayment of senior Indebtedness or to purchase assets, be required to be applied to prepay, redeem, repurchase or defease any Indebtedness that is subordinated in right of payment to any of the Obligations, and if the Borrower shall not apply such Net Cash Proceeds to the voluntary prepayment of the Loans or to purchase assets, in either case in such manner as to avoid the requirement that subordinated Indebtedness be so prepaid, redeemed, repurchased or defeased, the Borrower shall, prior to the date on which such Net Cash Proceeds or other amounts would be required to be applied to prepay, redeem, repurchase or defease any such subordinated Indebtedness, apply an amount equal to 100% of such Net Cash Proceeds or such other amounts to prepay outstanding Term Loans in accordance with paragraph (i) below or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit. (g) Mandatory prepayments of Term Loans shall, subject to paragraph (j) below, be allocated ratably between the then outstanding Tranche A Term Borrowings and Tranche B Term Borrowings and the amounts so allocated shall be applied ratably against the remaining scheduled installments of principal due in respect of the Tranche A Term Borrowings and Tranche B Term Borrowings, respectively, under Section 2.12(a) and (b). (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. All prepayments under this Section 2.14 shall be subject to Section 2.17, but shall otherwise be without premium or penalty. (i) Amounts to be applied in connection with prepayments pursuant to this Section to the prepayment of Loans of any class shall be applied first to reduce outstanding ABR Loans of such class and then to prepay Eurodollar Loans of such class. In the event the amount of any prepayment of Loans of any class required to be made pursuant to this Section 2.11 shall exceed the aggregate principal amount of the ABR Loans of such class outstanding (the amount of any such excess being called the "Excess Amount"), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding ABR Loans of such class and to deposit an amount equal to the Excess Amount with the Collateral Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Collateral Agent. Any amounts so deposited shall be held by the Collateral Agent as collateral for the Obligations and applied to the prepayment of the applicable Eurodollar Loans at the ends of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Collateral Agent in Specified Investments maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay Eurodollar Loans; any interest earned on such Specified Investments will be for the account of the Borrower, and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Specified Investment to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced. (j) Any Tranche B Lender may elect, by notice to the Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least one Business Day prior to any prepayment of Tranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with Section 2.17(b). The application of paragraph (g) above (and any prepayment pursuant or portion thereof as to Section 2.11 which such an election is made shall be madeso applied); provided that no Tranche B Lender shall be entitled to make such election to the extent that at the time thereof the portion of the prepayment as to which such elections are made exceeds the outstanding amount of the Tranche A Term Loans (and the elections of Tranche B Lenders shall be reduced, firstratably in accordance with the respective amounts as to which such elections shall have been made by the electing Tranche B Lenders, to ABR Loans andthe extent required by this proviso). (k) Notwithstanding anything to the contrary set forth in this Section 2.14, secondno prepayment shall be required under any provision of this Section 2.14 if at the time a prepayment would otherwise be required (i) the Borrower's senior, to Eurodollar Loans. Each prepayment unsecured, non-credit-enhanced, long-term Indebtedness for borrowed money shall be rated BBB- or better by S&P and Baa3 or better by Xxxxx'x or (ii) the Consolidated Leverage Ratio as of the Loans end of the most recent fiscal quarter for which financial statements have been delivered under Section 2.11 5.03(a) or (b) shall be accompanied by accrued interest less than 2.00 to the date of such prepayment on the amount prepaid1.00.

Mandatory Prepayments. (a) To the extent the Preferred Stock Redemption is not consummated on or before the Preferred Stock Redemption Date, 100% of the Redemption Amount shall be applied on the Business Day immediately following the Preferred Stock Redemption Date toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(g). (b) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, 7.2 (other than paragraph (g) thereofCredit Agreement Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.11(d2.12(g). (bc) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or from any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect within three Business Days after receipt thereof, such Net Cash Proceeds shall be applied within three (3) after such third Business Days of such date Day toward the prepayment of the Term Loans and other amounts as set forth in Section 2.11(d2.12(g); provided, that, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and other amounts as set forth in Section 2.11(d2.12(g). (cd) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2025, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) difference of 50% of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all any voluntary prepayments (including Discounted Prepayments made pursuant to Section 2.29 and assignments to Holdings, the Borrower or any Subsidiary made pursuant to Section 10.6(h), with the amount of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year prepayment being equal to the amount actually paid by the Borrower (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in Holdings or any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving CommitmentsSubsidiary, as the case may be, and all optional prepayments applicable)) of the Term Loans or to the extent the Revolving Commitment is permanently reduced by an amount equal to such payment, any voluntary prepayments of the Revolving Loans, made during such Fiscal Year year (or during the current Fiscal Year but prior in each case, to the relevant Excess Cash Flow Application Date, in which case extent such amount shall payment is not be deducted in any subsequent calculation financed with the proceeds of Excess Cash Flow), Indebtedness for borrowed money or the proceeds of an equity issuance) toward the prepayment of the Term Loans and other amounts as set forth in Section 2.11(d2.12(g); provided that such percentage shall be reduced to (i) 25% if the Consolidated Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 2.40 to 1.00 but greater than 1.90 to 1.00 and (ii) 0% if the Consolidated Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 1.90 to 1.00. Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring no later than five days the earliest of three Business Days after the earlier of (i) the date on which the financial statements of the Borrower Holdings referred to in Section 6.1(a), for the Fiscal Year fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders Lenders, and (ii) the date such financial statements are actually delivered. (de) Upon the receipt of any Specified Equity Contribution, 100% of such Specified Equity Contribution shall be applied within five (5) Business Days after receipt thereof toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(g). (f) If on any date any Group Member shall receive any Extraordinary Receipts, 100% of the net cash proceeds of such Extraordinary Receipts shall be applied within five (5) Business Days after receipt thereof toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(g). (g) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of scheduled installments due in respect of the Term Loans ratably for each upcoming scheduled installment payment of Term Loans required under Section 2.3 (excluding the final payment at the Term Loan Maturity Date) until each such scheduled installment is paid in accordance full and, thereafter, to the final payment due in respect of the Term Loans on the Term Loan Maturity Date, and, in each case, to the extent accrued shall be paid together with accrued interest to the date of such prepayment on the amount prepaid; provided that any Term Lender may decline any such prepayment made pursuant to this Section 2.17(b). The application of 2.12 (other than any prepayment pursuant to Section 2.11 made with the proceeds of Credit Agreement Refinancing Indebtedness) (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be made, first, to ABR Loans and, second, to Eurodollar Loansretained by the Borrower. Each prepayment of the Loans under this Section 2.11 2.12 (except in the case of Revolving Loans that are ABR Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than three (3) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the aggregate amount of such prepayment. (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction. (i) Mandatory prepayments made pursuant to Section 2.12(b) and Section 2.12(c) shall be subject to the prepayment premium set forth in Section 2.9(d). (j) Notwithstanding any provisions of this Section 2.12 to the contrary, to the extent the Borrower determines, acting in good faith, that any repatriation or distribution (or deemed repatriation or deemed distribution for tax purposes) to the Borrower of Net Cash Proceeds, Excess Cash Flow, and Extraordinary Receipts described in this Section 2.12 that are attributable to any Subsidiary would reasonably be expected to result in material adverse Tax consequences to any Group Member (as determined by the Borrower in good faith and in consultation with the Administrative Agent), or would be prohibited or restricted by applicable Requirements of Law, or applicable Operating Documents or material agreements of such Subsidiary, the applicable Net Cash Proceeds, Excess Cash Flow, or Extraordinary Receipts, as applicable, shall not be required to be so repatriated or distributed and the relevant amounts shall not be required to be prepaid in accordance with this Section 2.12. To the extent that the relevant material adverse Tax consequences, restrictions imposed by Requirements of Law or restrictions set forth in the applicable Operating Documents or material agreements, in each case, would no longer be applicable at any time in the twelve (12) month period following the day that the relevant amounts would otherwise be required to be prepaid pursuant to this Section 2.12, the Borrower shall cause such amounts to be prepaid as and to the extent otherwise required pursuant to this Section 2.12. The Borrower will use commercially reasonable efforts to avoid or mitigate any material adverse Tax consequences, restrictions imposed by Requirements of Law and restrictions set forth in the applicable Operating Documents or material agreements, in each case, that would otherwise limit an obligation of the Borrower to make a mandatory prepayment in accordance with the terms of this Section 2.12.

Mandatory Prepayments. (a) If In the event of any Indebtedness shall be issued termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or incurred by prepay all its outstanding Revolving Credit Borrowings. If, after giving effect to any Group Member (excluding partial reduction of the Revolving Credit Commitments or at any Indebtedness incurred other time, the aggregate outstanding Revolving Loans would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds thereof received with respect thereto (including any Restricted Asset Sale Proceeds, as and when repatriated as provided below) to prepay outstanding Loans in accordance with Section 2.13(e). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided that the Borrower shall be applied on use its commercially reasonable efforts to repatriate any Restricted Asset Sale Proceeds as promptly as practicable following the date of such issuance prepayment. To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or incurrence toward prior to the prepayment first anniversary of the Term Loans as set forth in Section 2.11(d)original prepayment date for the related Foreign Asset Sale. (bc) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days No later than the earlier of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) 90 days after the aggregate Net Cash Proceeds end of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year each fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, fiscal year are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 5.04(a) (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending December 31, 2014, the Borrower shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.17(b2.13(e) in an aggregate principal amount equal to the excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such fiscal year then ended minus (B) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection with a refinancing of such Indebtedness. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)). The application To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c). (d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any prepayment Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 2.11 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e). (e) Mandatory prepayments of outstanding Term Loans pursuant to Sections 2.13(b), 2.13(c) and 2.13(d) shall be madeapplied to the remaining scheduled installments of principal due in respect of the outstanding Term Loans as directed by the Borrower; provided that in the event that more than one Class of Term Borrowings are outstanding at the time of such prepayment, firstthe aggregate amount of such prepayment shall be allocated ratably among the Term Borrowings of each such Class (unless, with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, provides that such prepayment may be made on a more than ratable basis to the Term Loans that were outstanding at the time of incurrence of the Other Term Loans or Specified Refinancing Term Loans, as the case may be) irrespective of whether such outstanding Term Borrowings are ABR Loans and, second, to or Eurodollar Loans. Each ; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11. (f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). All such Declined Proceeds may be retained by the Borrower. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ prior irrevocable written, fax or other electronically transmitted notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be 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 prepaidpayment.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued by the Borrower or incurred by any Group Member Restricted Subsidiary after the Acquisition Effective Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of promptly upon such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (b) If on any date after the Acquisition Effective Date the Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three five (35) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant each Excess Cash Flow Application Date (as defined below)commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, 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 of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an amount (equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the “ECF Application Amount”) equal to (i)(A) extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), Payment Period toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Each Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five 100 days after the earlier end of (i) the date on which the financial statements fiscal year of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, made are required to be delivered to the Lenders and Lenders. (d) Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to clause (b) with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period, in each case attributable to a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the date repatriation of such financial statements are actually deliveredNet Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities. (de) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 4.2 and Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency. (f) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 4.2 (a)-(e) shall be applied applied, without premium or penalty (other than in connection with a Repricing Event) first, to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans 4.8 and, second, to Eurodollar Loans. Each prepayment of prepay the Revolving Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.without any permanent reduction of

Mandatory Prepayments. (a) If any Indebtedness The Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance prepay outstanding Loans with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on received by the date of such issuance Borrower or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds Consolidated Entity from any Asset Sale or Recovery Mandatory Prepayment Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward that occurs after the prepayment of the Term Loans as set forth in Section 2.11(d)Closing Date; provided, provided that, notwithstanding anything to the foregoingcontrary contained herein or in any other Loan Document, the Borrower shall not be required to prepay the Loans from: (i) the The first $150,000,000 of 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 $15,000,000 in any Fiscal Year of received by the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) If, for or any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving CommitmentsConsolidated Entity, as the case may be, and all optional prepayments from Mandatory Prepayment Events consisting of: (A) the issuance of common or preferred equity securities; or (B) the dispositions of properties (as described in clause (c) of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior definition of “Mandatory Prepayment Event”), that occur after July 29, 2013, to the relevant Excess extent such Net Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Proceeds are applied to fund the Acquisition; (ii) Net Cash Flow), toward Proceeds received by the prepayment Borrower from Mandatory Prepayment Events consisting of the Term Loans issuance of common or preferred equity securities that occur after July 29, 2013 in excess of $658,000,000, to the extent such funds are used to redeem or repurchase any outstanding preferred equity securities of the Borrower; and (iii) Net Cash Proceeds received by the Borrower from Mandatory Prepayment Events consisting of the incurrence of Indebtedness secured by a mortgage lien (as set forth described in clause (b)(i) of the definition of “Mandatory Prepayment Event”) in excess of $275,000,000. (b) The Borrower shall make such payments to the Administrative Agent for the account of the Lenders, within five (5) Business Days after such Net Cash Proceeds are received. (c) In the case of any prepayment made or to be made in connection with this Section 2.11(d). Each 2.04: (A) the Borrower shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such prepayment shall be made on together with a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier certificate of (i) the date on which the financial statements a Responsible Officer of the Borrower referred setting forth in reasonable detail the calculation of the Net Cash Proceeds to in Section 6.1(a), for be prepaid; (B) the Fiscal Year with respect to which Administrative Agent will promptly notify each Lender of its receipt of such Notice of Prepayment and of the amount of such Lender’s Pro Rata Share of such prepayment; (C) the Borrower shall make such prepayment is madeand the payment amount specified in such Notice of Prepayment shall be due and payable on the date specified therein; (D) any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest thereon, are together with any additional amounts required pursuant to Section 3.05; and (E) each such repayment shall be delivered applied to the applicable Loans of the Lenders and (ii) in accordance with their respective Pro Rata Shares. The failure of the date such financial statements are actually deliveredBorrower to make a required repayment under this Section 2.04 following the occurrence of a Mandatory Prepayment Event shall constitute an Event of Default hereunder. (d) Amounts to prepaid may not be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidreborrowed.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall Mandatory prepayments will be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d).follows: (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 Mandatory prepayments in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Commitments under Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”2.11(c)(i) no later than five 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 above shall be applied to the prepayment respective Revolving Obligations as appropriate but without a permanent reduction thereof. (ii) Mandatory prepayments in respect of the Term Loans in accordance with Asset Sales and Involuntary Dispositions under Section 2.17(b). The application of any prepayment pursuant to 2.11(c)(ii) and Debt Transactions under Section 2.11 2.11(c)(iii) shall be made, applied as follows: first, to ABR Loans and, the Term Loan until paid in full; second, to Eurodollar Loansthe Revolving Obligations without a permanent reduction thereof; and third, to the Delayed Draw Term Loan. Each prepayment Mandatory prepayments with respect to the Term Loan will not be applied to the remaining scheduled principal installments but shall instead be applied to reduce the amount of scheduled payment due at the Maturity Date. (iii) Mandatory prepayments in respect of Consolidated Excess Cash Flow under Section 2.11(c)(iv) required in connection with the delivery of the Loans annual Compliance Certificate for the Fiscal Years ending December 31, 2020 and December 31, 2021 shall be applied as follows: first, to the Term Loan until paid in full; second, to the Delayed Draw Term Loan until paid in full; and third, to the Revolving Obligations without a permanent reduction thereof. Mandatory prepayments with respect to the Term Loan will not be applied to the remaining scheduled principal installments but shall instead be applied to reduce the amount of scheduled payment due at the Maturity Date. (iv) Mandatory prepayments in respect of Consolidated Excess Cash Flow under Section 2.11 2.11(c)(iv) required in connection with the delivery of the annual Compliance Certificate for each Fiscal Year ending on or after December 31, 2022 shall be accompanied by accrued interest applied as follows: first, to the date of such prepayment on Term Loan until paid in full; second, to the Revolving Obligations without a permanent reduction thereof; and third, to the Delayed Draw Term Loan until paid in full. Mandatory prepayments with respect to the Term Loan will not be applied to the remaining scheduled principal installments but shall instead be applied to reduce the amount prepaidof scheduled payment due at the Maturity Date.

Mandatory Prepayments. (a) If on any Indebtedness date the sum of the aggregate outstanding Principal Amount of Revolving Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrowers, jointly and severally, shall be issued or incurred by any Group Member repay no later than the next following Business Day the principal amount of Revolving Loans (but excluding any Indebtedness incurred DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in accordance with Section 7.2, other than paragraph (g) thereof), an amount aggregate Principal Amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward excess. If, after giving effect to the prepayment of the Term all outstanding Revolving Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrowers, jointly and severally, shall repay on such date the principal of Competitive Bid Loans in Section 2.11(d)an aggregate amount equal to such excess. (b) If on any On the maturity date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement specified pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (iiSection 1.04(a) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to each Competitive Bid Loan, the relevant Reinvestment Event applicable Borrower shall be applied toward repay such Competitive Bid Loan to the prepayment of the Term Loans as set forth in Section 2.11(d)applicable Bidder Lender or Bidder Lenders. (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash FlowOn each DB Loan Maturity Date, the respective Designated Borrower shall, on shall repay the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving respective DB Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 deliveredfull. (d) Amounts Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date. (e) With respect to each prepayment of Revolving Loans required by Section 3.02(a), the applicable Borrower may designate the Types of Revolving Loans which are to be applied in connection with prepayments prepaid and the specific Borrowing(s) pursuant to which made, provided that (i) if any prepayment of Eurodollar Loans made pursuant to Section 2.11 a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, then all Revolving Loans outstanding pursuant to such Borrowing shall be immediately converted into Base Rate Loans and (ii) each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by a Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the prepayment of the Term Loans above, make such designation in accordance its sole discretion with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be madea view, firstbut no obligation, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans minimize breakage costs owing under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid1.12.

Mandatory Prepayments. (a) If Net Cash Proceeds. Upon receipt by Holdings, the Company, any Indebtedness Subsidiary of the Company or any Permitted Joint Venture of Net Cash Proceeds arising from an Asset Sale, Property Loss Event, Debt Issuance or Purchase Price Adjustment, the Borrowers shall be issued prepay the Loans (or incurred by any Group Member (excluding any Indebtedness incurred provide cash collateral in accordance with Section 7.2, other than paragraph (grespect of Letters of Credit) thereof), in an amount equal to 100% of the such Net Cash Proceeds; provided, however, that no such prepayment shall be required from Net Cash Proceeds thereof shall be applied on of a Debt Issuance of Additional Unsecured Indebtedness permitted pursuant to Section 8.1(n)(i) (Indebtedness) to the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, extent such Net Cash Proceeds are used, substantially CREDIT AGREEMENT SWIFT & COMPANY contemporaneously with such Debt Issuance, to finance a Permitted Acquisition permitted hereunder as long as, on each of the date for the funding of such Debt Issuance and the closing of such Permitted Acquisition, (x) the Leverage Ratio of the Company for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements), calculated on a Pro Forma Basis after giving effect to such Debt Issuance and such Permitted Acquisition, is less than or equal to 3.25 to 1 and (y) after giving effect to such Debt Issuance and Permitted Acquisition, the Company shall be in compliance with Article V (Financial Covenants) for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements), calculated on a Pro Forma Basis. Any mandatory prepayment required to be made pursuant to this clause (a) shall be applied within three in accordance with clause (3d) Business Days of such date toward below. Notwithstanding anything herein to the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoingcontrary, (i) in the aggregate case of any Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded arising from the foregoing requirement pursuant to a Reinvestment Notice Event, the Borrowers shall not exceed $15,000,000 prepay the Loans (or provide cash collateral in any Fiscal Year respect of Letters of Credit, in an amount equal to 102% of the Borrower and Letter of Credit Obligations) as provided in clauses (iid)(i) on each Reinvestment Prepayment Date, through (v) below in an amount equal to the Reinvestment Prepayment Amount with respect applicable to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) Ifsuch Net Cash Proceeds, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shallif any, on the relevant Excess Reinvestment Prepayment Date for such Net Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year Proceeds (or during upon the current Fiscal Year but prior to earlier occurrence of any Default or Event of Default) and, pending application of such proceeds as specified in the relevant Excess Reinvestment Notice for such Net Cash Flow Application DateProceeds, in which case other Net Cash Proceeds arising from such amount shall not Reinvestment Event may be deducted in any subsequent calculation of Excess Cash Flow) to applied, at the extent accompanying permanent optional reductions option of the Revolving Commitments, or the Canadian Revolving CommitmentsBorrowers, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year provided in clauses (d)(ii) through (v) below or during the current Fiscal Year but prior as a deposit to the relevant Excess a Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 Collateral Account and (ii) any Net Cash Proceeds arising from Asset Sales (other than Asset Sales yielding, individually or in the date such financial statements are actually delivered. aggregate in any Fiscal Year, gross proceeds not greater than $3,000,000, provided, however, that Net Cash Proceeds of Asset Sales in connection with any sale and leaseback shall be included in the Net Cash Proceeds subject to this clause (dii) Amounts regardless of the amount thereof), shall only be required to be applied as provided in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidclauses (d)(ii) through (v) below.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date TWTC, the Borrower or any Group Member Subsidiary shall receive Net Cash Proceeds in excess of $20,000,000 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 within three (3) Business Days of such date 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 2.11(d2.12(b); 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 . If a Reinvestment Notice has been delivered with respect to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of Event, then on the Borrower and (ii) on each relevant Reinvestment Prepayment Date, Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant 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 2.11(d2.12(b). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional . Any prepayments of the Term Loan B Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment each Term Loan B Lender that accepts an offer of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made prior to the time when the Borrower is required to make an “Offer to Purchase” (as defined in the 2018 Senior Note Indenture) pursuant to Section 4.11(c) of the 2018 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 (an each a “Excess Cash Flow Application Mandatory Prepayment Date”) no later than that is five days Business Days after the earlier date of the Prepayment Option Notice, the relevant 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 date on which Borrower shall pay to the financial statements Administrative Agent for the account of the Borrower referred relevant Term Loan B Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loan B Loans in Section 6.1(a), for the Fiscal Year with respect to of which such Term Loan B Lenders have accepted prepayment is made, are required to be delivered to as described above and the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 Borrower shall be applied entitled to retain the prepayment remaining portion of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of Loan B Prepayment Amount not accepted by the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidrelevant Term Loan B Lenders.

Mandatory Prepayments. The Borrower shall prepay the Collective Facilities at the times and in the manner set forth below in the respective amounts set forth in the following clauses (ai) If and (ii) (the “Mandatory Prepayment Funds”): (i) In the case of any Indebtedness shall be issued or incurred by any Group Member Material Asset Sale occurring during a Leverage Trigger Period, within 3 Business Days following the end of the applicable Reinvestment Period (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofthe “Repayment Date”), the Borrower shall prepay the Collective Facilities in an aggregate amount equal to 100% of the all Net Cash Proceeds thereof resulting from such Material Asset Sale; provided, however, that the amount of the required prepayments under this clause (i) shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on reduced first by, for any date any Group Member shall receive Net Cash Proceeds from any Material Asset Sale or Recovery Event thenindividually, unless a Reinvestment Notice shall be delivered in respect thereof, the amount of any Reinvestments up to the amount of such Net Cash Proceeds shall be applied within three (3) Business Days made during the 6-month period immediately following the closing of such date toward Material Asset Sale (the prepayment “Reinvestment Period”) and second by, for all Material Asset Sales collectively, the first $100,000,000 of the Term Loans as set forth in Section 2.11(d)Net Cash Proceeds above any such Reinvestments resulting from such Material Asset Sales; provided, thathowever, notwithstanding that (1) if the foregoingapplicable Repayment Date is not during a Leverage Trigger Period, then no Mandatory Prepayments shall be required with respect to such Material Asset Sale pursuant to this Section 2.07(c)(i), and (i2) if, on the applicable Repayment Date, a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of an Unencumbered Property executed during the applicable Reinvestment Period, then the applicable Reinvestment Period shall be extended for a period of 60 days upon Borrower’s notice to the Administrative Agent, which notice shall be accompanied by a certified copy of the applicable purchase contract, but in no case shall a single Reinvestment Period be so extended more than once; and (ii) In the case of any Refinancing Debt incurred during a Leverage Trigger Period, within 3 Business Days following incurrence of such Refinancing Debt, the Borrower shall prepay the Collective Facilities in an aggregate amount equal to all Net Cash Proceeds of Asset Sales and Recovery Events that may resulting from such Refinancing Debt. The Mandatory Prepayment Funds shall first be excluded from applied to the foregoing requirement pursuant to Collective Facilities on a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year pro rata basis based on the principal amount, as of the Borrower and date of the applicable prepayment, of outstanding Advances (iias such term is defined herein or in the 2021 Term Loan Agreement, as applicable) on each Reinvestment Prepayment Date, in an amount equal to the Reinvestment Mandatory Commitment Reduction. Any Mandatory Prepayment Amount with respect Funds remaining after applying an amount equal to the relevant Reinvestment Event shall be applied toward Mandatory Commitment Reduction as described in 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 immediately preceding sentence shall be applied to the prepayment outstanding Revolving Facility Advances. Any Mandatory Prepayment Funds remaining after payment of all outstanding Revolving Facility Advances shall be deposited into the Term Loans Cash Collateral Account up to the outstanding Letter of Credit Exposure as security for the Obligations and such funds shall be disbursed in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid8.04 mutatis mutandis.

Mandatory Prepayments. (a) If any Indebtedness The Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with make Mandatory Prepayments pursuant to Section 7.2, other than paragraph (g) thereof), an amount equal to 100% 2.05 of the Net Common Security Agreement, provided that, with respect to the Tranche B Facility, Tranche B Lenders shall each have the option to refuse its pro rata share of Excess Cash Proceeds thereof shall be applied on Flow Mandatory Prepayments (the "Refusal Option") by notifying the Administrative Agent and the Collateral Trustee in writing no later than five Business Days prior to the date of such issuance proposed Mandatory Prepayment). If any Tranche B Lender does exercise its Refusal Option, then all amounts to be so prepaid as Excess Cash Flow Mandatory Prepayments to such Tranche B Lender shall be applied to Bank Senior Loans outstanding under the Tranche A Facility. To the extent (i) that any Tranche B Lender does not exercise its Refusal Option or incurrence toward (ii) that, in the prepayment case of a Tranche B Lender having exercised its Refusal Option, there are amounts to be prepaid as Excess Cash Flow Mandatory Prepayments still unpaid after all Bank Senior Loans outstanding under the Tranche A Facility have been paid in full, amounts to be prepaid as Excess Cash Flow Mandatory Prepayments shall be applied to Bank Senior Loans outstanding under the Tranche B Facility (A) in amounts equal to (x) 103% of the Term Loans as set forth amount to be prepaid, in Section 2.11(d)the case of Excess Cash Flow Mandatory Prepayments made during the first year following the Closing Date, (y) 102% of the amount to be prepaid, in the case of Excess Cash Flow Mandatory Prepayments made during the second year following the Closing Date and (z) 101% of the amount to be prepaid, in the case of Excess Cash Flow Mandatory Prepayments made during the third year following the Closing Date and (B) after the third year following the Closing Date, at par. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal In addition to the Reinvestment Refusal Option, any Bank Senior Lender may waive its right to receive all or any part of any Mandatory Prepayment Amount with respect to the relevant Reinvestment Event shall be 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to clause (a) of this Section 2.11 shall be applied 2.09 without prejudice to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of its right to receive any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loanssubsequent Mandatory Prepayment. Each prepayment of the Loans under this Section 2.11 2.09 shall be accompanied by accrued interest the prepayment compensation (if any) required pursuant to the date of such prepayment on the Section 5.04. Any amount prepaidprepaid pursuant to this Section 2.09 may not be reborrowed.

Mandatory Prepayments. (a) i. If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings, other than paragraph (g) thereof)the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on no later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) ii. If on any date Holdings, the Borrower or any Group Member 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 to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than five Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (iix) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward and (y) on the prepayment of date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date; provided that unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sales or Recovery Events, after giving effect to the reinvestment rights set forth herein, exceeds $25,000,000 in any fiscal year of the Borrower, no such prepayment shall be required pursuant to this Section 2.12(b). (c) iii. If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29December 31, 2012 2017, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(Ai) the Excess Cash Flow Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the sum of (A) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year fiscal year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) other than to the extent accompanying made with the proceeds of the incur rence of Indebtedness) and solely to the extent accompanied by permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, Commitments and (B) all optional prepayments of the Term Loans during such Fiscal Year fiscal year (or during the current Fiscal Year but prior including optional prepayments pursuant to Section 2.11(b)), in each case other than to the relevant Excess Cash Flow Application Date, in which case extent any such amount shall not be deducted in any subsequent calculation prepayment is funded with the proceeds of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) iv. Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to Section 2.11 2.12, such prepayments shall be made, first, applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans andor Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), secondthen, with respect to Eurodollar Loanssuch mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. v. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share (such amount, the “Declined Proceeds”) of any mandatory prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 a.m., on the date that is three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any Declined Proceeds by any Lender shall be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with the terms of this Agreement. vi. On each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 7.2(aa), the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay Term Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness. vii. Beginning on the Closing Date, the Borrower shall apply 100% of all cash proceeds net of all fees, commissions, costs and other expenses, from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any net proceeds), no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.29. viii. In the event and on such occasion that the total outstanding Revolving Extensions of Credit exceed the total Revolving Commitments, the Borrower shall prepay Revolving Loans and/or Swingline Loans (or, if no such Loans are outstanding, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the necessary aggregate then undrawn and unexpired amount of such Letters of Credit) made to the Borrower, in an aggregate amount equal to the amount by which the Revolving Extensions of Credit exceed the total Revolving Commitments. Each prepayment shall be applied to the Revolving Loans included in the repaid Loans such that each Revolving Lender receives its ratable share of such prepayment (based upon the respective Aggregate Exposures of the Revolving Lenders at the time of such prepayment).

Mandatory Prepayments. (a) If Upon receipt by the Borrower or any Indebtedness of its Subsidiaries of Net Cash Proceeds arising from an Asset Sale, Property Loss Event, Debt Issuance, Equity Issuance, Commercial Tort Claim or Avoidance Action, the Borrower shall be issued or incurred by any Group Member within one Business Day (excluding any Indebtedness incurred or, in accordance with Section 7.2the case of Asset Sales, other than paragraph within three Business Days) of receipt of such Net Cash Proceeds prepay the Loans (gand as applicable pursuant to clause (b) thereof)below, provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment Proceeds; provided, that prepayments of the Term Loans as set forth shall only be required with Net Cash Proceeds of a Prepayment 363 Sale. Any such mandatory prepayment shall be applied in Section 2.11(d). accordance with clause (b) If on below; provided, however, that, in the case of any date any Group Member shall receive Net Cash Proceeds arising from any Asset Sale or Recovery Event then, unless a Reinvestment Notice Event, the Borrower shall be delivered in respect thereof(i) immediately upon receipt of such Net Cash Proceeds, at the Borrower's option, deposit 100% of such Net Cash Proceeds in a Cash Collateral Account or prepay the Loans (or provide cash collateral in respect of Letters of Credit), which prepayment shall be applied within three as provided in clause (3b) Business Days below, in an amount equal to 100% of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Dateprepay the Loans (or provide cash collateral in respect of Letters of Credit), which prepayment shall be applied as provided in clause (b) below, in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event. (b) Subject to the relevant Reinvestment Event provisions of Section 2.13(g), any prepayments made by the Borrower required to be applied in accordance with this clause (b) shall be applied toward 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 together with, in the case of a Prepayment 363 Sale, a corresponding permanent reduction of the Revolving Credit Commitments in the amount of such prepayment (or deemed prepayment); third, in the case of a Prepayment 363 Sale or if a Default or Event of Default has occurred and is continuing and only for so long as the same is in effect, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 105% of such Letter of Credit Obligations in the manner set forth in Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; and fourth, if the Discharge of Revolving Credit Obligations has occurred, subject to the rights of the Term Loan Lenders under Section 2.19, with respect to Net Cash Proceeds from a Prepayment 363 Sale only, to prepay the outstanding principal balance of the Term Loans until such Term Loans shall have been paid in full; provided, that if such Prepayment 363 Sale is a Core 363 Sale, such prepayment shall be made together with a premium in an amount equal to the Applicable Term Loan Repayment Fee; provided, further, that any Term Loan Lender may elect to waive its right to receive any prepayment owing pursuant to this Section 2.9(b) (other than with respect to a Core 363 Sale) and, if any Term Loan Lender so elects, the amounts otherwise prepayable to such Term Loan Lender shall instead be retained by the Borrower. Except as set forth otherwise expressly provided in this clause (b), no repayments of Revolving Loans and Swing Loans or cash collateralization of Letters of Credit required to be made pursuant to this Section 2.11(d)2.9 (including in the case of Net Cash Proceeds arising from a Reinvestment Event, the application of such proceeds to the Revolving Loans and Swing Loans pending reinvestment thereof by the applicable Loan Party) shall result in a reduction of the Revolving Credit Commitments. (c) IfIf at any time, for any Fiscal Year the aggregate principal amount of Revolving Credit Outstandings exceeds the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flowaggregate Maximum Credit at such time, the Borrower shall, on shall forthwith prepay the relevant Excess Cash Flow Application Date (as defined below), apply Swing Loans first and then the Revolving Loans then outstanding in an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) excess. If any such excess remains after repayment in full of the aggregate amount of all prepayments of outstanding Swing Loans and Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to Borrower shall provide cash collateral for the relevant Excess Cash Flow Application Date, Letter of Credit Obligations in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as manner set forth in Section 2.11(d). Each 9.3 in an amount equal to 105% of such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a)excess, for the Fiscal Year with respect to which such prepayment is made, are required cash collateral to be delivered released to the Lenders and (ii) extent the date such financial statements are actually deliveredRevolving Credit Outstandings thereafter no longer exceed the Maximum Credit. (d) Amounts The Borrower hereby irrevocably waives the right to direct the application of all funds in the Cash Concentration Account or any other Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in a Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) so long as the Administrative Agent applies such funds in accordance with this Agreement and agrees that the Administrative Agent shall, except as provided in Section 2.13(g) (Payments and Computations) and clause (b) above, apply all available funds in the Cash Concentration Account or any other Cash Collateral Account on a daily basis and, prior to the establishment of the cash management provisions set forth in Section 7.12 (but subject to the proviso set forth in Section 7.12(a)), the Borrower shall cause cleared cash in any other deposit account of the Borrower or any Subsidiary Guarantor to be applied on a daily basis, as follows: first, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in connection with prepayments full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; and then to any other Revolving Credit Obligation then due and payable. Any such repayment of the Swing Loans and Revolving Loans shall not result in a corresponding reduction of the Revolving Credit Commitments. The Administrative Agent agrees so to apply such funds and the Borrower consents to such application. If (i) following such application or (ii) after all Letters of Credit shall have expired or be fully drawn and all Revolving Credit Commitments shall have been terminated, there are no Swing Loans or Revolving Loans outstanding and no other Revolving Credit Obligations that are then due and payable, then the Administrative Agent shall cause any remaining funds in the Cash Concentration Account or any other Cash Collateral Account to be paid at the written direction of the Borrower (or, in the absence of such direction, to the Borrower or another Person lawfully entitled thereto). Notwithstanding any of the other provisions of this clause (d), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Revolving Loans is required to be made pursuant under this clause (d) prior to Section 2.11 the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be applied authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the Term such Revolving Loans in accordance with Section 2.17(bthis clause (d). The application Upon the occurrence and during the continuance of any prepayment pursuant Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to Section 2.11 shall be made, first, or from the Borrower or any other Loan Party) to ABR Loans and, second, apply such amount to Eurodollar Loans. Each the prepayment of the such Revolving Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidin accordance with this clause (d).

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% In the event of the Net Cash Proceeds thereof termination of all the Revolving Credit Commitments, the Borrower shall be applied repay or prepay all its outstanding Revolving Credit Borrowings on the date of such issuance or incurrence toward termination. In the prepayment event of any partial reduction of the Term Loans as set forth Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings in Section 2.11(d)an amount sufficient to eliminate such excess. (b) If on Not later than the fifth Business Day following the receipt by STFI, the Borrower or any date Subsidiary of any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenProceeds, unless a Reinvestment Notice shall be delivered in respect thereof, all such Net Cash Proceeds shall be applied within three to prepay Term Loans (3) Business Days of such date toward the prepayment of and after the Term Loans as set forth have been paid in Section 2.11(d); providedfull, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(dprepay Revolving Loans). (c) IfNot later than the earlier of (i) 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 1996, and (ii) ten days after the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall calculate Excess Cash Flow for such fiscal year and prepay outstanding Term Loans (and after the Term Loans have been paid in full, prepay Revolving Loans) in an aggregate principal amount equal to the ECF Percentage of such Excess Cash Flow; provided, however, that, with respect to the period ended on December 31, 1996, Excess Cash Flow shall, notwithstanding anything to the contrary herein, be determined with respect to the period beginning on the Closing Date and ending on December 31, 1996. In the event the Borrower shall have prepaid Term Borrowings under Section 2.12 (a) during any Fiscal Year fiscal year in an aggregate amount in excess of Debt Service for such fiscal year, the Borrower may in the certificate delivered pursuant to paragraph (e) below in respect of the prepayment to be made pursuant to this paragraph (c) in respect of such fiscal year designate all or any portion of such excess over Debt Service as a payment in respect of the payment required under this paragraph (c) in respect of such fiscal year and such amount shall thereafter be deemed to have been paid under this paragraph (c). (d) The Borrower shall repay or prepay outstanding Revolving Loans and shall refrain from making additional Revolving Credit Borrowings to the extent necessary in order that there shall be a period of at least 30 consecutive days in each fiscal year during which the aggregate principal amount of outstanding Revolving Loans shall not exceed $5,000,000. (e) The Borrower shall deliver to the Administrative Agent not later than three Business Days prior to each prepayment required under this Section 2.13 a certificate signed by a Financial Officer of the Borrower commencing with setting forth in reasonable detail the Fiscal Year ending January 29calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date, 2012 there the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All pre- payments under this Section 2.13 shall be Excess Cash Flowsubject to Section 2.16, but shall otherwise be without premium or penalty and shall be accompanied by accrued interest on the Borrower principal amount being prepaid to but excluding the date of payment. (f) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Borrowings. Any amounts remaining after each such application shall, on at the relevant Excess Cash Flow Application Date option of the Borrower, be applied to prepay Eurodollar Borrowings immediately or shall be deposited in the Prepayment Account (as defined below)) for a period of up to 30 days. The Administrative Agent shall apply any cash deposited in the Prepayment Account allocable to Term Loans to prepay Eurodollar Term Loans and allocable to Revolving Loans to prepay Eurodollar Revolving Loans (i) prior to the 30th day following the deposit of such amounts in such account, apply an amount in each case on the last day of their respective Interest Periods (or, at the “ECF Application Amount”direction of the Borrower, on any earlier date) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus and (ii) on the aggregate amount 30th day following the deposit of such amounts in such account, in each case to prepay Loans in the order of the maturity of the Interest Periods of such Loans, in each case until all prepayments of outstanding Term Loans or Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and all optional prepayments over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (f). The Administrative Agent will, at the request of the Term Loans during such Fiscal Year (or during Borrower, invest amounts on deposit in the current Fiscal Year but prior to the relevant Excess Cash Flow Application DatePrepayment Account in overnight investments that are Permitted Investments; provided, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow)however, toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of that (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 Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be delivered to the Lenders in, or would result in any, violation of any law, statute, rule or regulation and (ii) the date such financial statements are actually delivered. (d) Amounts Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be applied in connection with prepayments continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant to Section 2.11 thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be applied to deposited in the prepayment of Prepayment Account and reinvested and disbursed as specified above. If the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment maturity of the Loans under Section 2.11 shall be accompanied by accrued interest has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations in a manner consistent with the terms thereof. The Borrower hereby grants to the date Administrative Agent, for its benefit and the benefit of such prepayment on the amount prepaidFronting Banks and the Lenders, a security interest in the Prepayment Account to secure the Obligations.

Mandatory Prepayments. (a) If any Indebtedness shall be issued On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not required to make such Net Proceeds available to Borrower for a Restoration or incurred by any Group Member (excluding any Indebtedness incurred in accordance with otherwise remit such Net Proceeds to Borrower pursuant to Section 7.2, other than paragraph (g) thereof5.3.2(g), Borrower shall prepay, without the imposition of any Prepayment Fee or other charge except as expressly set forth in this Section 2.4.2, the outstanding principal balance of the Note in an amount equal to one hundred percent (100% %) of such Net Proceeds together with (i) in the event that such Net Proceeds are received on or before a Monthly Payment Date, interest accruing on such amount calculated through and including the end of the Interest Period in which such Monthly Payment Date occurs, or (ii) in the event that such Net Cash Proceeds thereof shall be applied are received on a date after a Monthly Payment Date, interest accruing on such amount calculated through and including the end of Interest Period in which the next Monthly Payment Date occurs (it being agreed that if the date of such issuance or incurrence toward prepayment is on a date after the Monthly Payment Date falling in such Interest Period but prior to the Determination Date applicable to the Interest Period in which the next Monthly Payment Date will occur Lender shall estimate in good faith the Applicable Interest Rate ("Lender's Estimate") for the Interest Period in which the next Monthly Payment Date will occur and, to the extent the amount of interest paid by Borrower based on Lender's Estimate exceeds the amount of interest which shall become payable at the Applicable Interest Rate as determined on the Determination Date next following Lender shall return such excess to Borrower on the Business Day following such Determination Date and, to the extent the amount of interest which shall become payable at the Applicable Interest Rate as determined on the Determination Date next following exceeds the amount of interest paid by Borrower based on Lender's Estimate Borrower shall pay such excess to Lender on the Business Day following such Determination Date). Any prepayment of the Term Loans as set forth in received by Lender pursuant to this Section 2.11(d). (b) If 2.4.2 on any a date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless other than a Reinvestment Notice Monthly Payment Date shall be delivered held by Lender as collateral security for the Loan in respect thereofan interest bearing account, with such Net Cash Proceeds interest accruing to the benefit of Borrower, and shall be applied within three (3) Business Days of such date toward by Lender on the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment next Monthly Payment Date, an amount equal to the Reinvestment Prepayment . The Allocated Loan Amount with respect to the relevant Reinvestment Event applicable Individual Property in connection with which such Net Proceeds are so applied pursuant to this Section 2.4.2 shall be applied toward the reduced in an amount equal to such prepayment of the Term Loans principal. Except as set forth in the next succeeding sentence, any prepayment made pursuant to this Section 2.11(d2.4.2 shall not be included in any calculation pursuant to Section 11.28(e). (c) If. Notwithstanding the foregoing, if in connection with any Casualty or Condemnation at any Individual Property Lender is not required to make the Net Proceeds available to Borrower for any Fiscal Year a Restoration or otherwise remit such Net Proceeds to Borrower pursuant to Section 5.3.2(g), at Borrower's option, Lender shall release the applicable Individual Property from the lien of the Mortgage and related Loan Documents provided that (i) Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply pay Lender an amount (which, when added to the “ECF Application Amount”) equal to (i)(A) amount of Net Proceeds received in connection with such Excess Cash Flow multiplied by (B) Casualty or Condemnation, equals the relevant ECF Percentage minus 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 first sentence of this Section 2.4.2, (ii) no Event of Default shall have occurred and be continuing, (iii) Borrower shall provide to Lender a partial release of the aggregate amount of all prepayments of Revolving LoansMortgage as it relates to such Individual Property and related Loan Documents in a form appropriate for the jurisdiction in which the applicable Individual Property is located and reasonably satisfactory to Lender for execution by Lender, Canadian Revolving Loans(iv) simultaneously with the release, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior Borrower shall convey fee simple title to the relevant Excess Cash Flow Application Date, in which case such amount Release Property to a Person other than Borrower and Borrower and Operating Company shall not be deducted in any subsequent calculation of Excess Cash Flowexecute (A) an amendment to the extent accompanying permanent optional reductions Operating Lease effective as of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment release deleting such Individual Property from the list of Individual Properties (as defined in the Operating Lease) on Schedule 1 to the Operating Lease and (B) an amendment to the Management Agreement effective as of the date of such release deleting such Individual Property from the list of Facilities (as defined in the Management Agreement), (v) Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that if a Securitization of any portion of the Loan has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of the partial release pursuant to this Section 2.4.2, (vi) Borrower shall provide to Lender such opinions and other documentation as Lender reasonably requires (provided the delivery of such opinions and documentation is customary in the relevant jurisdiction) to be delivered by Borrower in connection with such release, (vii) Borrower shall pay to Lender the Prepayment Fee based on the amount being prepaid in excess of the Net Proceeds which are being applied to principal (such excess amount, the "Casualty Release Amount") (it being agreed that if such release occurs prior to the Permitted Prepayment Date, the Prepayment Fee shall be deemed to be three percent (3.00%) of the amount being prepaid), if any and (viii) the Casualty Release Amount of such Individual Property, when taken together with the Release Amount of each other Individual Property released from the Lien of the Mortgage pursuant to Section 11.28 and the Casualty Release Amount of each other Individual Property released from the Lien of the Mortgage pursuant to this Section 2.4.2 in the same Loan Year shall not exceed Fifteen Million and No/100 Dollars ($15,000,000.00).

Mandatory Prepayments. (a) If on any Indebtedness date the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) plus (ii) the Letter of Credit Outstandings on such date, exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall be issued repay on such date the principal of Swingline Loans, and if no Swingline Loans are or incurred by any Group Member (excluding any Indebtedness incurred remain outstanding, Revolving Loans, in accordance with Section 7.2, other than paragraph (g) thereof), an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the Term Loans aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as set forth then in Section 2.11(deffect, the Borrower agrees to pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations). (b) If With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and the specific Borrowing(s) pursuant to which made; provided, that (i) Eurodollar Loans may be designated for repayment pursuant to this Section 4.02 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (ii) if any date any Group Member repayment of Eurodollar Loans made pursuant to a single Borrowing shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenreduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, unless a Reinvestment Notice such Borrowing shall be delivered in respect thereof, such Net Cash Proceeds immediately converted into Base Rate Loans; and (iii) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied within three (3) Business Days of pro rata among such date toward the prepayment of the Term Loans as set forth in Section 2.11(d)Revolving Loans; provided, that, notwithstanding at the foregoingBorrower's option, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement no repayment pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (iiSection 4.02(a) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward to any Revolving Loans of a Defaulting Bank until no Revolving Loans of any Non-Defaulting Bank remain outstanding. In the prepayment absence of a designation by the Term Loans Borrower as set forth described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11(d)1.11. (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior Notwithstanding anything to the relevant Excess Cash Flow Application Datecontrary contained elsewhere in this Agreement, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) all then outstanding Swingline Loans shall be repaid in full on 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 Swingline Expiry Date and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 all outstanding Revolving Loans shall be applied to the prepayment of the Term Loans repaid in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment full on the amount prepaidMaturity Date.

Mandatory Prepayments. (a) If any Indebtedness or Disqualified Capital Stock shall be incurred or issued or incurred by any Group Member after the Closing Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant each Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to apply the extent accompanying permanent optional reductions ECF Percentage of the Revolving Commitmentsexcess, or the Canadian Revolving Commitmentsif any, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant i) Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of for the related Excess Cash Flow), Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). Each Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten (10) days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), 7.1(a) for the Fiscal Year fiscal year of the Borrower with respect to which such prepayment is made, made are required to be delivered to the Lenders and (iicommencing with the fiscal year of the Borrower ending October 2, 2011). Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to this clause (c) with respect to any Excess Cash Flow for the date related Excess Cash Flow Payment Period attributable to a Foreign Subsidiary if the repatriation of such financial statements are actually deliveredExcess Cash Flow from such Foreign Subsidiary at any time during the fiscal year in which such Excess Cash Flow Application Date occurs would cause adverse consequences from fees, taxes or similar impositions of Governmental Authorities to the Borrower or would otherwise be payable as a result of the occurrence of any one-time repatriation holidays; provided that in the event the Borrower is required to make a payment of Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made no later than ten (10) days after the Borrower becomes aware that such repatriation would not cause adverse consequences from fees, taxes or similar impositions of Governmental Authorities to the Borrower; provided further that in the event that the Borrower is not required to make a payment of Excess Cash Flow attributable to a Foreign Subsidiary during the fiscal year in which such Excess Cash Flow Application Date occurs, no payment shall be due in any succeeding fiscal year. (d) Amounts In the event the Borrower fails to consummate the Merger on or prior to the Term Commitment Termination Date, within one (1) Business Day of such date the Borrower shall prepay the outstanding Term Loans in an amount equal to $150,000,000. (e) Within fifteen (15) days following the Merger Closing Date, the Borrower shall repay any Revolving Loans borrowed on the Closing Date for the purpose of financing the Acquisition. (f) Except for prepayments required pursuant to Section 4.2(d) (such prepayment solely to be applied to repay the Term Loans) and Section 4.2(e) (such prepayment solely to be applied to repay the Revolving Loans without any permanent reduction of the Revolving Commitments), amounts to be applied in connection with prepayments made pursuant to this Section 2.11 4.2 shall be applied applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.11 4.2 shall be made, first, to ABR Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) The Total Term Commitment (and the Term Commitments of each Lender) shall terminate in its entirety on the Closing Date.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member Loan Party (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofIndebtedness incurred under the U.S. Bank Facility to the extent that any such Indebtedness relates to real property owned by any Loan Party as of the date hereof that is subject to a Mortgage), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of as soon as practicable but in any event within five Business Days after such issuance or incurrence toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(d2.11(e). (b) If on any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale, Home Sale (other than any Home Sales pursuant to Section 7.5(j) and Section 7.11(c)), Existing Property Sale Lease Back Transaction or Recovery Event Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied as soon as practicable but in any event within three (3) Business Days ten days after the date of such date receipt thereof toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(d2.11(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales Sales, Home Sales, Existing Property Sale Lease Back Transactions and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 5,000,000 in any Fiscal Year fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(d2.11(e). (c) If, for any Fiscal Year fiscal year of the Borrower commencing with the Fiscal Year fiscal year ending January 29September 30, 2012 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(A) Percentage of such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(d2.11(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days 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 fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) If any Loan Party receives Net Cash Proceeds from any issuance of Capital Stock (other than equity interests or warrants, rights or options issued in connection with the exercise by present or former employees, officers or directors under a stock incentive plan, stock option plan or other equity based compensation plan or arrangement), an amount equal to 50% of such Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five Business Days after the date of such receipt toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e). (e) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied applied; first, to the prepayment of the Tranche B Term Loans in accordance with Section 2.17(b); second, to repay unreimbursed draws under the Letters of Credit; third, to the repayment of Swingline Loans; fourth, to the prepayment of Revolving Loans; and fifth, upon the occurrence and continuance of an Event of Default, to be held by the Administrative Agent as cash collateral pursuant to the Security Documents to secure L/C Obligations. The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidprepaid and by any amounts payable pursuant to Section 2.20.

Mandatory Prepayments. (a) If Upon receipt by the Borrower or any Indebtedness of its Subsidiaries of Net Cash Proceeds arising from an Asset Sale, Property Loss Event or Debt Issuance, the Borrower shall be issued immediately prepay the Loans (or incurred by any Group Member (excluding any Indebtedness incurred provide cash collateral in accordance with Section 7.2, other than paragraph (grespect of Letters of Credit) thereof), in an amount equal to 100% of such Net Cash Proceeds. Any such mandatory prepayments shall be applied in accordance with clause (b) below; provided, however, that in the case of any Net Cash Proceeds thereof arising from a Reinvestment Event, any proceeds in excess of the amounts required to repay the Loans and to fully cash collateralize Letter of Credit Obligations as provided in clause (b) below shall be applied on paid to the date Administrative Agent to be held in a Cash Collateral Account pending application of such issuance or incurrence toward proceeds as specified in the prepayment of the Term Loans as set forth in Section 2.11(d)Reinvestment Notice relating to such Reinvestment Event. (b) If on Any prepayments made by the Borrower required to be applied in accordance with this clause (b) shall be 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 date 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. All prepayments of Revolving Loans and Swing Loans required to be made pursuant to this Section 2.9(b) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5 (Reduction and Termination of the Revolving Credit Commitments); provided, however, that in the case of any Group Member shall receive prepayment of Revolving Loans and Swing Loans made in connection with the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from any Asset Sale or Recovery Event then, unless a Reinvestment Notice Event, the Revolving Credit Commitments shall not be permanently reduced by the amount of such prepayment until the occurrence of the Reinvestment Prepayment Date with respect to such Reinvestment Event, and then the Revolving Credit Commitments shall be delivered in respect thereof, permanently reduced only to the extent that the amount of such Net Cash Proceeds shall be applied within three (3) Business Days exceeds the amount of such date toward the prepayment proceeds of the Term Revolving Loans as set forth or Swing Loans identified in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal relating to the Reinvestment Prepayment Amount with respect to the relevant such Reinvestment Event shall as being used or to be applied toward used to acquire replacement assets useful in the prepayment Borrower's or one or more of its Subsidiaries' business and, in the Term Loans as set forth in Section 2.11(d)case of Reinvestment Events relating to a Property Loss Event, to effect repairs. (c) IfIf at any time, for any Fiscal Year the aggregate principal amount of Revolving Credit Outstandings exceeds the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash FlowMaximum Credit at such time, the Borrower shall, on shall forthwith prepay the relevant Excess Cash Flow Application Date (as defined below), apply Swing Loans first and then the Revolving Loans then outstanding in an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) excess. If any such excess remains after repayment in full of the aggregate amount of all prepayments of outstanding Swing Loans and Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, Actions in which case such amount shall not be deducted in any subsequent calculation Respect of Excess Cash FlowLetters of Credit) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 eliminate such financial statements are actually deliveredexcess. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If On the next occurring Payment Date following the date on which Lender actually receives any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred Net Proceeds, if no Event of Default has occurred and is continuing and Lender is not obligated to, and does not otherwise elect in its sole discretion to, make such Net Proceeds available to Borrowers for Restoration in accordance with Section 7.26.4 hereof, other than paragraph (g) thereof)Borrowers shall prepay, an amount equal or authorize Lender to 100% of apply Net Proceeds in accordance with the Net Cash Proceeds thereof Repayment/Prepayment Payment Priorities. No penalty or premium shall be applied on the date of due in connection with any prepayment made pursuant to this Section 2.4.2(a) (but any related Breakage Costs shall be payable in connection with any such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(dprepayment). (b) If Notwithstanding anything to the contrary herein, on the next occurring Payment Date following the date on which Sponsor or any date Affiliate thereof actually receives any Group Member Recovered Funds (it being acknowledged and agreed that Borrowers shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward cause Sponsor and/or the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, applicable Affiliate to (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 $15,000,000 in any Fiscal Year promptly notify Lender of the Borrower and receipt of any Recovered Funds, (ii) on each Reinvestment Prepayment Datehold such funds in trust for the benefit of Lender and (iii) prepay, an amount equal or authorize Lender to apply the Recovered Funds to the Reinvestment repayment of Note A, together with accrued and unpaid interest thereon, then to Note B, together with accrued and unpaid interest thereon, and then to Supplemental Interest, and such Recovered Funds shall not be applied in accordance with the Repayment/Prepayment Amount with respect to the relevant Reinvestment Event Payment Priorities. No penalty or premium shall be applied toward the due in connection with any prepayment of the Term Loans as set forth made pursuant to this Section 2.4.2(b) (but any related Breakage Costs shall be payable in Section 2.11(dconnection with any such prepayment). (c) IfIn the event the Debt Yield as determined by Lender as of March 1, for any Fiscal Year 2014 is not equal to or greater than 5.75%, Borrowers shall within 2 days of written notice thereof from Lender, repay the amount of the Borrower commencing Outstanding Principal Balance attributable to PIK’d Interest. Absent the occurrence and continuance of an Event of Default, all prepayments made in accordance with this clause (c) shall be applied in accordance with the Fiscal Year ending January 29, 2012 there Repayment/Prepayment Payment Priorities. No penalty or premium shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date due in connection with any prepayment made pursuant to this Section 2.4.2(c) (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment related Breakage Costs shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to payable in Section 6.1(aconnection with any such prepayment), 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) Amounts In the event the Debt Yield as determined by Lender as of February 29, 2016 is not equal to or greater than 8.75%, Borrowers shall within 2 days of written notice thereof from Lender, repay the amount of the Outstanding Principal Balance attributable to PIK’d Interest. All prepayments made in accordance with this clause (d) shall be applied in accordance with the Repayment/Prepayment Payment Priorities. No penalty or premium shall be due in connection with prepayments any prepayment made pursuant to this Section 2.11 2.4.2(d) (but any related Breakage Costs shall be applied to the prepayment of the Term Loans payable in accordance connection with Section 2.17(bany such prepayment). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued by the Borrower or incurred by any Group Member Restricted Subsidiary after the Acquisition Effective Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of promptly upon such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (bj) If on any date after the Acquisition Effective Date the Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three fifteen (315) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (ck) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant each Excess Cash Flow Application Date (as defined below)commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, 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 of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an amount (equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the “ECF Application Amount”) equal to (i)(A) extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), Payment Period toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Each Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five 100 days after the earlier end of (i) the date on which the financial statements fiscal year of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, made are required to be delivered to the Lenders and Lenders. (l) Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to clause (b) with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period, in each case attributable to a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the date repatriation of such financial statements are actually deliveredNet Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities. (dm) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 4.2 and Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency. (n) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 4.2 (a)-(e) shall be applied applied, without premium or penalty (other than in connection with a Repricing Event) first, to the prepayment of the Term Loans in accordance with Section 2.17(b)4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis. The application of any prepayment pursuant to this Section 2.11 4.2 shall be made, first, to ABR Loans and, second, to Eurodollar EurocurrencySOFR Loans. Each prepayment of the Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a EurocurrencySOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11. (o) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) such Declined Prepayments shall be applied pro rata to all Term Loans of each Term Lender that did not elect to decline such prepayment, and (ii) to the extent of any excess, such Declined Prepayments shall be retained by the Borrower. (p) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Revolving Extension of Credit exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Extensions of Credit (so calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable, provided that, in the case of prepayments of Revolving Loans, if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent.

Mandatory Prepayments. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness permitted to be incurred in accordance with Section 7.2, other than paragraph (g) thereof)shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on not later than one Business Day after the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d). (b) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Group Member Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event (except to the extent such Asset Sale or Recovery Event, as applicable, relates to any ABL Facility First Priority Collateral so long as such ABL Facility First Priority Collateral secures the ABL Facility), then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied within three (3) not later than 10 Business Days of after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to if a Reinvestment Notice has been delivered to the Administrative Agent, the Term Loans shall not exceed $15,000,000 be prepaid as set forth in any Fiscal Year of the Borrower and (iiSection 2.12(d) on each Reinvestment Prepayment Date, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward on the prepayment of applicable Reinvestment Prepayment Date and (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.11(d)2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) IfUnless the Required Prepayment Lenders shall otherwise agree, if, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29Excess Cash Flow Period, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below)Date, apply an amount (the “ECF Application Amount”) equal to (i)(AA) such the Excess Cash Flow multiplied by Application Amount, minus (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline ABL Loans during such Fiscal Year Excess Cash Flow Period to the extent accompanied by permanent optional reductions of the applicable commitments, and all optional prepayments of Term Loans or of the 2016 Term Loan Agreement during such Excess Cash Flow Period (excluding any such optional prepayments during such Excess Cash Flow Period which the Borrower elected to apply to the calculation pursuant to this paragraph (c) in a prior Excess Cash Flow Period) and, at the option of the Borrower, optional prepayments of Term Loans or during of the current Fiscal Year 2016 Term Loan Agreement after such Excess Cash Flow Period but prior to the relevant time of the Excess Cash Flow Application Date, in which each case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) other than to the extent accompanying permanent optional reductions any such prepayment is funded with the proceeds of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow)long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.11(d2.12(d), in each case of this clause (B), to the extent not deducted in accordance with clause (b)(iii) of the definition of “Excess Cash Flow”. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five ten 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 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 deliveredLenders. (d) Amounts to be applied in connection with prepayments made of Term Loans pursuant to this Section 2.11 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b)2.18(b) until paid in full. The application In connection with any mandatory prepayments by the Borrower of any prepayment the Term Loans pursuant to this Section 2.11 2.12, such prepayments shall be madeapplied on a pro rata basis to the then outstanding Term Loans being prepaid and (to the extent required by the terms thereof) may be applied, firstalong with such prepayments of Term Loans, to ABR Loans andpurchase, secondredeem or repay any other Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations pursuant to one or more Other Intercreditor Agreements, pursuant to Eurodollar the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans. Each prepayment of the Term Loans under this Section 2.11 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) (such amount, the “Term Prepayment Amount”), the Borrower may, in its sole discretion, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, not later than 12:00 p.m. (New York City time) on the Business Day prior to the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent and the Borrower), 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 Term Loans of such Lender by an amount equal to the portion of the Term Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. Each Term Lender may reject all or a portion of its Term Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Term Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Amount”); provided, that any Term Lender’s failure to so reject such Term Prepayment Amount shall be deemed an acceptance by such Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Term Lender. On the Mandatory Prepayment Date, the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. Any such Declined Amounts may be used by the Borrower for any purpose not prohibited by this Agreement. (f) [Reserved]. (g) Notwithstanding any other provisions of this Section 2.12, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”) or the Net Cash Proceeds of any Recovery Event with respect to a Foreign Subsidiary (a “Foreign Recovery Event”), in each case giving rise to a prepayment event pursuant to Section 2.12(b), or Excess Cash Flow derived from a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.12(c), are or is prohibited, restricted or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.12 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit or restricts repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately 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 reserved against as a result thereof including, without duplication, any repatriation costs associated with repatriation of such proceeds from the applicable recipient to the Borrower) to the repayment of the Term Loans in accordance with this Section 2.12 and (B) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Asset Sale or any Foreign Recovery Event or any Excess Cash Flow derived from a Foreign Subsidiary could reasonably be expected to result in a material adverse tax consequence (taking into account any foreign tax credit or benefit, in the Borrower’s reasonable judgment, expected to be realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, provided, that, in the case of this clause (B), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or fifteen months after the date such Excess Cash Flow would have been so required to be applied if it were Net Cash Proceeds), (x) the Borrower shall apply an amount equal to 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) or (y) such Net Cash Proceeds or Excess Cash Flow shall be applied to the repayment of Indebtedness of a Foreign Subsidiary, in each case, other than as mutually agreed by the Borrower and the Administrative Agent.

Mandatory Prepayments. (a) If In the event of any Indebtedness shall be issued termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or incurred by prepay all its outstanding Revolving Credit Borrowings. If, after giving effect to any Group Member (excluding partial reduction of the Revolving Credit Commitments or at any Indebtedness incurred other time, the aggregate outstanding Revolving Loans would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds thereof received with respect thereto (including any Restricted Asset Sale Proceeds, as and when repatriated as provided below) to prepay outstanding Loans in accordance with Section 2.13(e). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided that the Borrower shall be applied on use its commercially reasonable efforts to repatriate any Restricted Asset Sale Proceeds as promptly as practicable following the date of such issuance prepayment. To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or incurrence toward prior to the prepayment first anniversary of the Term Loans as set forth in Section 2.11(d)original prepayment date for the related Foreign Asset Sale. (bc) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days No later than the earlier of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) 90 days after the aggregate Net Cash Proceeds end of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year each fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, fiscal year are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 5.04(a) (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending December 31, 2014, the Borrower shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.17(b2.13(e) in an aggregate principal amount equal to the excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such fiscal year then ended minus (B) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection with a refinancing of such Indebtedness. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)). The application To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c). (d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any prepayment Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 2.11 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e). (e) Mandatory prepayments of outstanding Term Loans pursuant to Sections 2.13(b), 2.13(c) and 2.13(d) shall be madeapplied to the remaining scheduled installments of principal due in respect of the outstanding Term Loans, firstas directed by the Borrower; provided that prior to the Acquisition Closing Date, no mandatory prepayments pursuant to 2.13(b), 2.13(c) or 2.13(d) will be applied to the B-1 Term Loans or the Incremental B-2 Term Loans and otherwise in the event that more than one Class of Term Borrowings are outstanding at the time of such prepayment, the aggregate amount of such prepayment shall be allocated ratably among the Term Borrowings of each such Class (unless, with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, provides that such prepayment may be made on a more than ratable basis to the Term Loans that were outstanding at the time of incurrence of the Other Term Loans or Specified Refinancing Term Loans, as the case may be) irrespective of whether such outstanding Term Borrowings are ABR Loans and, second, to or Eurodollar Loans. Each ; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11. (f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of any mandatory prepayment of its Term Loans, pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). All such Declined Proceeds may be retained by the Borrower. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ prior irrevocable written, fax or other electronically transmitted notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) Notwithstanding the foregoing or anything else herein to the contrary, if on or after the Funding Date (i) the Hotspot Acquisition has not been consummated by the Escrow End Date (to be defined in the Escrow Agreement) or (ii) the Escrow Property is distributed to the Administrative Agent pursuant to the terms of the Escrow Agreement, then all B-1 Term Loans and Incremental B-2 Term Loans that are outstanding on such prepayment on date shall become due and payable (for the avoidance of doubt the (i) B-1 Term Loans will be repaid in an amount prepaidequal to 99.00% of the principal amount of such B-1 Term Loans plus accrued and unpaid interest to but excluding such repayment date and (ii) Incremental B-2 Term Loans will be repaid in an amount equal to 99.00% of the principal amount of such Incremental B-2 Term Loans plus accrued and unpaid interest to but excluding such repayment date).

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) Borrower shall prepay an aggregate principal amount of Tranche 1 Term Loans or Tranche 2 Term Loans (to be allocated between the aggregate Net Cash Proceeds of Asset Sales Tranche 1 Term Loans and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 Tranche 2 Term Loans at its option) in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to sum of (A) [TEXT REDACTED] of Discretionary Cash in excess of [TEXT REDACTED] and (B) [TEXT REDACTED] of Discretionary Cash in excess of [TEXT REDACTED], in each case, tested on the relevant Reinvestment Event third Friday of each month (each such date, a “Discretionary Cash Test Date”) (less any cash interest payments and amortization payments made at the end of such month) and payable on the tenth (10th) Business Day of the month immediately after such Discretionary Cash Test Date; provided that any such prepayment amount shall be applied toward first to amortization payments in order of maturity; and provided further that to the prepayment of extent the Borrower issues any common or preferred equity interests or incurs any non-cash pay debt subordinated to the Tranche 1 Term Loans as or Tranche 2 Term Loans (with the terms of such subordination satisfactory to the Bank in its sole discretion), the threshold set forth in Section 2.11(dthe foregoing clause (B) shall be increased by an amount equal to [TEXT REDACTED] of the net cash proceeds of such common or preferred equity interests or subordinated debt. (ii) Borrower shall prepay the full amount of all outstanding Tranche 1 Term Loans and Tranche 2 Term Loans, including all accrued and unpaid interest and fees immediately upon (A) the occurrence of any Change in Control, (B) the liquidation or winding up of, or sale or all or substantially all assets of, the Borrower (other than as permitted hereunder); or (C) any merger, amalgamation or consolidation of the Borrower with any other Person (other than as permitted hereunder). (ciii) If, for Borrower shall prepay all amounts at any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) time outstanding equal to the excess of (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (iix) the aggregate outstanding principal amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Tranche 1 Term Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Tranche 2 Term Loans during such Fiscal Year (or during including any capitalized interest) plus the current Fiscal Year but prior to the relevant Excess Cash Flow Application Dateoutstanding amount of accrued and unpaid interest, in which case such amount shall not be deducted in fees, Upfront Fees and Unused Fees at any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date time over (an “Excess Cash Flow Application Date”y) no later than five 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$100,000,000.00. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If any Indebtedness The Borrower shall be issued prepay the TIFIA Loan in whole or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2part, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance without penalty or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (ii) premium: [on each Reinvestment Prepayment Semi-Annual Payment Date on or after the Debt Service Payment Commencement Date, in an amount equal to the Reinvestment Prepayment Amount with respect to lesser of (A) the relevant Reinvestment Event shall be applied toward amount remaining in 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date Revenue Account (as defined below)in the Indenture) after giving effect to the payments in clauses FIRST through [___________] of Section [_____] of the Indenture on such date, apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by and (B) an amount equal to [fifty percent (50%)] of the relevant ECF Percentage minus (ii) amount by which the aggregate Net Cash Flow that is deposited in the Revenue Account during the immediately preceding calendar year exceeds the projected Net Cash Flow for such period as reflected in Exhibit I (“TIFIA Revenue Share Amount”);]79 following the determination thereof in accordance with the Indenture, in the amount of all prepayments any Net Loss Proceeds; upon any voluntary prepayment of Revolving LoansPari Passu Obligations or Subordinated Obligations, Canadian Revolving Loans, Additional Revolving Loans pro rata with such voluntary prepayment; and Swingline Loans during such Fiscal Year [other applicable mandatory prepayment requirements].80 The Borrower shall provide written notice to the TIFIA Lender at least two (or during the current Fiscal Year but 2) Business Days prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which it makes any mandatory prepayment; provided, that the financial statements Borrower’s failure to deliver such notice shall not diminish, impair or otherwise affect the Borrower’s obligation to make any such mandatory prepayment as and when the circumstances requiring such mandatory prepayment have occurred. Each prepayment pursuant to this Section 10(a) (Mandatory Prepayments) shall be effected pursuant to Sections [_____] of the Borrower referred to in Section 6.1(a), for Indenture (as applicable) and accompanied by a certificate signed by the Fiscal Year with respect Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is made, are required to be delivered to the Lenders being made and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied containing a calculation in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment reasonable detail of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date amount of such prepayment on the amount prepaidprepayment.

Mandatory Prepayments. (a) If In the event of any Indebtedness shall be issued termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or incurred by prepay all its outstanding Revolving Credit Borrowings. If, after giving effect to any Group Member (excluding partial reduction of the Revolving Credit Commitments or at any Indebtedness incurred other time, the aggregate outstanding Revolving Loans would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal sufficient to eliminate such excess. (b) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds thereof received with respect thereto (including any Restricted Asset Sale Proceeds, as and when repatriated as provided below) to prepay outstanding Loans in accordance with Section 2.13(e). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided that the Borrower shall be applied on use its commercially reasonable efforts to repatriate any Restricted Asset Sale Proceeds as promptly as practicable following the date of such issuance prepayment. To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or incurrence toward prior to the prepayment first anniversary of the Term Loans as set forth in Section 2.11(d)original prepayment date for the related Foreign Asset Sale. (bc) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days No later than the earlier of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) 90 days after the aggregate Net Cash Proceeds end of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year each fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the 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 January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, fiscal year are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 5.04(a) (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending December 31, 2014, the Borrower shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.17(b2.13(e) in an aggregate principal amount equal to the excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such fiscal year then ended minus (B) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection with a refinancing of such Indebtedness. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)). The application To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c). (d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any prepayment Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 2.11 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e). (e) Mandatory prepayments of outstanding Term Loans pursuant to Sections 2.13(b), 2.13(c) and 2.13(d) shall be madeapplied to the remaining scheduled installments of principal due in respect of the outstanding Term Loans, firstas directed by the Borrower; provided that prior to the Acquisition Closing Date, no mandatory prepayments pursuant to 2.13(b), 2.13(c) or 2.13(d) will be applied to the B-1 Term Loans or the Incremental B-2 Term Loans and otherwise in the event that more than one Class of Term Borrowings are outstanding at the time of such prepayment, the aggregate amount of such prepayment shall be allocated ratably among the Term Borrowings of each such Class (unless, with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, provides that such prepayment may be made on a more than ratable basis to the Term Loans that were outstanding at the time of incurrence of the Other Term Loans or Specified Refinancing Term Loans, as the case may be) irrespective of whether such outstanding Term Borrowings are ABR Loans and, second, to or Eurodollar Loans. Each ; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11. (f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of any mandatory prepayment of its Term Loans, pursuant to this Section 2.13(b) or (c) (such declined amounts, the “Declined Proceeds”). All such Declined Proceeds may be retained by the Borrower. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ prior irrevocable written, fax or other electronically transmitted notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) Notwithstanding the foregoing or anything else herein to the contrary, if on or after the Funding Date (i) the Hotspot Acquisition has not been consummated by the Escrow End Date (to be defined in the Escrow Agreement) or (ii) the Escrow Property is distributed to the Administrative Agent pursuant to the terms of the Escrow Agreement, then all B-1 Term Loans and Incremental B-2 Term Loans that are outstanding on such prepayment on date shall become due and payable (for the avoidance of doubt the (i) B-1 Term Loans will be repaid in an amount prepaidequal to 99.00% of the principal amount of such B-1 Term Loans plus accrued and unpaid interest to but excluding such repayment date and (ii) Incremental B-2 Term Loans will be repaid in an amount equal to 99.00% of the principal amount of such Incremental B-2 Term Loans plus accrued and unpaid interest to but excluding such repayment date).

Mandatory Prepayments. (a) If on any Indebtedness date the sum of the aggregate outstanding Principal Amount of Revolving Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrowers, jointly and severally, shall be issued or incurred by any Group Member repay no later than the next following Business Day the principal amount of Revolving Loans (but excluding any Indebtedness incurred DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in accordance with Section 7.2, other than paragraph (g) thereof), an amount aggregate Principal Amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward excess. If, after giving effect to the prepayment of the Term all outstanding Revolving Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrowers, jointly and severally, shall repay on such date the principal of Competitive Bid Loans in Section 2.11(d)an aggregate amount equal to such excess. (b) If on any On the maturity date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement specified pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower and (iiSection 1.04(a) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to each Competitive Bid Loan, the relevant Reinvestment Event applicable Borrower shall be applied toward repay such Competitive Bid Loan to the prepayment of the Term Loans as set forth in Section 2.11(d)applicable Bidder Lender or Bidder Lenders. (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash FlowOn each DB Loan Maturity Date, the respective Designated Borrower shall, on shall repay the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving respective DB Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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 deliveredfull. (d) Amounts Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date, (e) With respect to each prepayment of Revolving Loans required by Section 3.02(a), the applicable Borrower may designate the Types of Revolving Loans which are to be applied in connection with prepayments prepaid and the specific Borrowing(s) pursuant to which made, provided that (i) if any prepayment of Eurodollar Loans made pursuant to Section 2.11 a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, then all Revolving Loans outstanding pursuant to such Borrowing shall be immediately converted into Base Rate Loans and (ii) each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by a Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the prepayment of the Term Loans above, make such designation in accordance its sole discretion with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be madea view, firstbut no obligation, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans minimize breakage costs owing under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid1.12.

Mandatory Prepayments. (a) If i. In the event the aggregate Revolving Loan Advances at any Indebtedness time exceed the Maximum Revolving Loan Amount, Borrowers shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an repay the amount equal of that excess to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied Lender within three (3) Business Days of the date such excess arose. ii. Subject to Section 2.1(c), in the event the aggregate Revolving Loan Advances at any time exceed the then current Borrowing Base, Borrowers shall repay the amount of that excess to Lender within three (3) Business Days of the date toward such excess arose. iii. The entire principal balance of the Revolving Loan constituting an Overadvance and all accrued interest and fees on or relating to such Revolving Loan shall be repaid in full in cash on the Business Day immediately preceding the first day of each Overadvance Clean Down Period. iv. On or prior to the forty-fifth (45th) day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2010, Borrowers shall prepay the principal amount of the Term Loans and accrued and unpaid interest thereon in an amount equal to (A) seventy five percent (75%) of Consolidated Excess Cash Flow in the event that the Consolidated Total Leverage Ratio as at such fiscal quarter end date, calculated based on a Twelve Month Measurement Period, is equal to or greater than 3.0 to 1.0 and (B) fifty percent (50%) of Consolidated Excess Cash Flow in the event that the Consolidated Total Leverage Ratio as at such fiscal quarter end date, calculated based on a Twelve Month Measurement Period, is less than 3.0 to 1.0. Such prepayments to be applied to the Term Loan A and the Term Loan B as follows: first, to the payment of principal outstanding on the Term Loan A to be applied pro rata to installments of such Term Loan A; second, to the payment of accrued interest on the Term Loan A; third, to the payment of principal outstanding on the Term Loan B; fourth, to the payment of accrued interest on the Term Loan B; fifth, [to the payment of principal outstanding on the Revolving Loan Advances; sixth, to the payment of accrued interest on the Revolving Loan Advances; seventh,]to the payment of Lender’s accrued costs, expenses, professional fees (including, without limitation, all Lender Expenses) and any other Secured Obligations on or relating to the Term Loans; and [eighth]sixth, after all Secured Obligations [are]on or relating to the Term Loans have been repaid, the excess (if any) shall be refunded to the Borrowers or as a court of competent jurisdiction may direct. Notwithstanding Section 2.6(c) and except as otherwise provided in the immediately preceding sentence, no Term Loan Prepayment Charge shall be required for any prepayment of the Term Loans as set forth under this Section 2.6(a)(iv). v. On the date of any Permitted Transfer that results in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement a required prepayment pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year clause (iv) of the Borrower definition of “Permitted Transfer”, Borrowers shall prepay the principal amount of the Term Loans and (ii) on each Reinvestment Prepayment Datethe Equipment Term Loan and accrued and unpaid interest thereon as follows: first, an amount equal to the Reinvestment Prepayment Amount with respect payment of principal outstanding on the Term Loan A to be applied pro rata to installments of such Term Loan A, second, to the relevant Reinvestment Event payment of accrued interest on the Term Loan A, third, to the payment of principal outstanding on the Term Loan B,[and] fourth, to the payment of accrued interest on the Term Loan B, fifth, to the payment of principal outstanding on the Equipment Term Loan, and sixth, to the payment of accrued interest on the Equipment Term Loan. No Term Loan Prepayment Charge shall be applied toward the required for any prepayment of the Term Loans as set forth in under this Section 2.11(d2.6(a)(v). vi. Notwithstanding anything to the contrary contained in this Agreement but subject to Section 10.2, Lender shall apply one hundred and three percent (c103%) If, for any Fiscal Year of the Borrower commencing with purchase price identified in the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, Equipment Purchase Orders relating to each item for which payment has been received in the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (Equipment Term Loan Lockbox or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions respect of the Revolving Commitments, or equipment and any other items purchased from the Canadian Revolving Commitmentsproceeds of the Equipment Term Loan, as the case may bedetermined by Lender, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of 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) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Equipment Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant Loan and other Secured Obligations on or relating to Section 2.11 shall be madethe Equipment Term Loan, as follows: first, to ABR Loans andthe payment of any outstanding Equipment Term Loan Fee, second, to Eurodollar Loans. Each prepayment the payment of the Loans under Section 2.11 outstanding principal amount of the Equipment Term Loan, and third, to all other Secured Obligations on or relating to the Equipment Term Loan. Of the amounts not applied to the Equipment Term Loan and such other Secured Obligations as hereinabove provided, such amounts shall be accompanied returned to Borrowers (or as a court of competent jurisdiction otherwise directs) so long as no Event of Default then exists or could reasonably be expected (with the passage of time or the giving of notice, or both) to exist. In the event any amounts constituting the payment of any Equipment Accounts are received by accrued interest a Borrower, one hundred percent (100%) of such amounts shall promptly (but in any event within one (1) Business Day of receipt thereof by such Borrower) be wired to Lender in immediately available funds for application to the date Equipment Term Loan and other Secured Obligations as provided in this paragraph (a)(vi). The receipt and transfer of such prepayment amounts by a Borrower under this paragraph in violation of Section 7.25 shall not be deemed a waiver of any Event of Default arising as a result of the breach of such Section 7.25. Upon payment in full in cash of all Secured Obligations on or relating to the amount prepaidEquipment Term Loan, amounts received in the Equipment Term Loan Lockbox by Lender shall be returned by Lender to Borrowers (or as a court of competent jurisdiction otherwise directs) so long as no Event of Default then exists or could reasonably be expected (with the passage of time or the giving of notice, or both) to exist.

Mandatory Prepayments. (a) If any Indebtedness shall be incurred or issued by the Borrower or incurred by any Group Member Restricted Subsidiary after the Acquisition Effective Date (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereofExcluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of promptly upon such incurrence or issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (b) If on any date after the Acquisition Effective Date the Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three five (35) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided, 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 $15,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the The Borrower shall, on the relevant each Excess Cash Flow Application Date (as defined below)commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, 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 of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an amount (equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the “ECF Application Amount”) equal to (i)(A) extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), Payment Period toward the prepayment of the Term Loans as set forth in Section 2.11(d4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Each Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five 100 days after the earlier end of (i) the date on which the financial statements fiscal year of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, made are required to be delivered to the Lenders and Lenders. (d) Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to clause (b) with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period, in each case attributable to a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the date repatriation of such financial statements are actually deliveredNet Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities. (de) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 4.2 and Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency. (f) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 4.2 (a)-(e) shall be applied applied, without premium or penalty (other than in connection with a Repricing Event) first, to the prepayment of the Term Loans in accordance with Section 2.17(b)4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis. The application of any prepayment pursuant to this Section 2.11 4.2 shall be made, first, to ABR Loans and, second, to Eurodollar Eurocurrency Loans. Each prepayment of the Loans under this Section 2.11 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11. (g) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) such Declined Prepayments shall be applied pro rata to all Term Loans of each Term Lender that did not elect to decline such prepayment, and (ii) to the extent of any excess, such Declined Prepayments shall be retained by the Borrower. (h) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Revolving Extension of Credit exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Extensions of Credit (so calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable, provided that, in the case of prepayments of Revolving Loans, if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent.